Form of Press Release eMagin Corporation (the “Company”) has entered into agreements, effective as of August 7, 2007 (the “Closing Date”), with Moriah Capital, L.P. (“Moriah”), pursuant to which the Company may borrow an amount not to exceed $2,500,000. Such funds may be drawn down by the Company in tranches of at least $25,000 up to five times each month. In connection with the transaction, the Company issued, executed and delivered to Moriah the following: · A Loan and Security Agreement; · A Secured Convertible Revolving Loan Note with a principal amount not to exceed $2,500,000; · A Loan Conversion Agreement; · A Securities Issuance Agreement pursuant to which the Company issued 162,500 shares of its common stock, which shares have an aggregate market value on the Closing Date of $195,000; · A Registration Rights Agreement; · An Intercreditor Agreement; and · A Post-Closing Agreement. Pursuant to the Loan and Security Agreement, the Company is permitted to borrow an amount not to exceed 90% of its eligible accounts (as defined in the agreements), net of all taxes, discounts, allowances and credits given or claimed, plus 50% of its eligible inventory capped at $600,000. As of August 9, 2007, pursuant to the Loan and Security Agreement, the Company has borrowed $607,500. The Company's obligations under the loans are secured by all of the assets of the Company, including but not limited to inventory and accounts receivable; provided, however, that Moriah’s lien on the collateral other than Accounts and Inventory (as such terms are defined in the agreements) are subject to the prior lien of the holders of the Company’s outstanding Amended and Restated 8% Senior Secured Convertible Notes Due 2008 in accordance with the terms of, and subject to the conditions set forth in the Intercreditor Agreement. The Loan and Security Agreement expires on August 7, 2008, but may be extended at the Company’s option for an additional one year period with the Company issuing additional shares of common stock to Moriah having an aggregate market value of $195,000 based on the average closing price of the Common Stock on the OTC Bulletin Board or such other trading market which such common stock is then listed or traded for the ten (10) trading days preceding the effective date of the extension of the initial term of the loan. Annual interest on the loans is equal to the greater of (i) the sum of (A) the Prime Rate as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and...
Form of Press Release. MusclePharm Corporation [Date] MusclePharm Corporation (the “Company”) announced today that Aegis Capital Corp., acting as placement agent in the Company’s recent public offering of _______ shares of the Company’s preferred stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. SCHEDULE A MusclePharm Corporation’s officers, directors and each owner of at least 5% of the Company’s outstanding shares: Name of Beneficial Owner Shares of Common Stock % of Common Stock* Named Executive Officers: Bxxx X. Xxxxx 165,418 5.6 % L. Gxxx Xxxxx (5) 19,678 * Jxxx X. Xxxxxx (5) 43,118 1.5 % Jxxxxx X. XxXxxx 143,325 4.8 % Cxxx X. Xxxxxxx 155,658 5.2 % Lxxxxxxx X. Xxxx 0 * Non-Employee Directors: Mxxxxxx X. Xxxxx 353 * Jxxxx X. Xxxxxxxxx 353 * Dxxxxx X. Xxxxxxx 353 * Officers and Directors as a Group (nine persons): 528,254 17.8 % * Percentage of class based on 2,974,135 shares of common stock outstanding as of December 17, 2012. This percentage does not include preferred stock ownership SCHEDULE B Issuer Free Writing Prospectus(es)
Form of Press Release. Xxxxxx Technology Corporation [Date] Xxxxxx Technology Corporation (“Company”) announced today that UBS Securities LLC and Xxxxxxxxx LLC, the joint book-running managers in the Company’s recent public sale of Units, are [waiving] [releasing] a lock-up restriction with respect to the Company’s [Ordinary Shares][Warrants][Units] held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date] and the securities may be sold on or after such date.
Form of Press Release. Kornit Digital Ltd. [Insert date] Kornit Digital Ltd., (the “Company”) announced today that Barclays Capital Inc. and Citigroup Global Markets Inc., the joint lead book-running managers in the Company’s recent public sale of [●] ordinary shares [and the other underwriters of such offering whose consent is required][is][are][waiving] [releasing] a lock-up restriction with respect to [●] of the Company’s ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [insert date], and the shares may be sold or otherwise disposed of on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Form of Press Release. 12.2.1(a) BioNTech Core Patent Encumbrances 12.2.1(c) BioNTech Core Patents—Rights Granted to Third Parties 12.2.1(i) [***]
Form of Press Release. Universal Biosensors and Siemens Sign New Strategic Partnership to Launch Advanced Point-of-Care Coagulation Platform Agreement will deliver novel handheld analyzers for the point-of-care hemostasis testing market Melbourne, Australia and Tarrytown, New York, September XXX, 2011 – Universal Biosensors and Siemens Healthcare Diagnostics have signed a strategic partnership to launch a new point-of-care (POC) coagulation testing platform for the global hemostasis market. This agreement harnesses Universal Biosensors’ opposing electrode technology as well as Siemens’ strong market positions in both the central laboratory and POC settings, along with its innovative know-how in creating advanced hemostasis testing solutions. Together, the companies will develop, manufacture and distribute a series of novel handheld POC coagulation testing systems providing unique value and quality to healthcare professionals. Leveraging a growing demand for near-patient testing solutions, including those that deliver time-critical coagulation data, Universal Biosensors and Siemens will focus on offering new technologies that deliver laboratory-quality results at the point of care. The first solution scheduled for release is a prothrombin time (PT) test. Additional products with enhanced menus and extended capabilities are anticipated over time. “Siemens recognizes the growth in demand for laboratory-quality tests that can be conducted near patients to produce reliable, immediate results,” said Xxxxx Xxxxx, Ph.D., CEO, Point of Care Business Unit at Siemens Healthcare Diagnostics. “As a hemostasis market leader, we’re excited about our new partnership with Universal Biosensors to help further extend our broad POC testing position and to ensure the delivery of innovative new solutions that enable physicians to make faster, more informed decisions for improved patient care.” “We are delighted to establish this relationship with Siemens Healthcare Diagnostics,” said Xxxx Xxxxxx, CEO of Universal Biosensors. “In partnership, we are well placed to provide highly accurate, cost-effective solutions for the POC market, and we look forward to a long-term collaborative relationship with Siemens.” Universal Biosensors is a specialist medical diagnostics company that is focused on the development, manufacture and commercialisation of a range of in vitro diagnostic tests for point-of-care use. These tests capitalise on a technology platform which uses a novel electrochemical cell that can be ...
Form of Press Release. HireRight Holdings Corporation [l] HireRight Holdings Corporation (the “Company”) announced today that Credit Suisse Securities (USA) LLC and Xxxxxxx Sachs & Co. LLC, the lead book-running managers in the Company’s recent public sale of [l] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit B Form of Lock-Up Agreement [l], 2021 HireRight GIS Group Holdings LLC 000 Xxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC As Representative(s) of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000] Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx & Co. LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with HireRight GIS Group Holdings LLC, a Delaware corporation (the “Company”) or its successor or parent entity following a corporate conversion or any substantially similar transaction as described under the caption “Corporate Conversion” in the Registration Statement and the final prospectus relating to the Public Offering (as defined below), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule 1 therein (the “Underwriters”) of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Representatives, on behalf of the Underwriters, the undersig...
Form of Press Release. 1. SILENCE PRESS RELEASE Silence Therapeutics and Hansoh Pharma Announce Collaboration to Develop Therapeutics Leveraging Silence’s mRNAi GOLD™ Platform Hansoh will make a $16 million upfront cash payment and Silence has the potential to receive up to $1.3 billion in milestones Silence gains exclusive rights to two targets in all territories except the China region; Hansoh has rights to those two targets in the China region and global rights to a third target 15 October 2021 LONDON and SHANGHAI, Silence Therapeutics plc (AIM: SLN and Nasdaq: SLN), a leader in the discovery, development and delivery of novel short interfering ribonucleic acid (siRNA) therapeutics for the treatment of diseases with significant unmet medical need, and Hansoh Pharmaceutical Group Company Limited (“Hansoh Pharma”, 0000.XX), one of the leading biopharmaceutical companies in China, today announced a collaboration to develop siRNAs for three undisclosed targets leveraging Silence’s proprietary mRNAi GOLD™ platform. Under the terms of the agreement, Hansoh will have the exclusive option to license rights to the first two targets in Xxxxxxx Xxxxx, Xxxx Xxxx, Xxxxx and Taiwan following the completion of phase 1 studies. Silence will retain exclusive rights for those two targets in all other territories. Silence will be responsible for all activities up to option exercise and will retain responsibility for development outside the China region post phase 1 studies. Hansoh will also have the exclusive option to license global rights to a third target at the point of IND filing. Hansoh will be responsible for all development activities post option exercise for the third target. Hansoh will make a $16 million upfront payment and Silence is eligible to receive up to $1.3 billion in additional development, regulatory and commercial milestones. Silence will also receive royalties tiered from low double-digit to mid-teens on Hansoh net product sales. Xxxx Xxxxxxx, President and Chief Executive Officer of Silence Therapeutics, said: “We believe Hansoh’s extensive clinical development and commercialization experience in China make them an ideal partner. This collaboration is a good example of our hybrid model in action, balancing proprietary and partnered programs to maximize the substantial opportunity of our mRNAi GOLD™ platform for targeting disease associated genes in the liver. The Hansoh partnership enables us to move two new proprietary programs forward subsidized by non-dilutive capital...
Form of Press Release. (See Attached) [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. News Release ___________________________________________________________________________ FOR IMMEDIATE RELEASE Merck Media Contacts: Investor Contacts: Xxx Xxxxxx NewLink Genetics: Xxxx Xxxxxxxx (000) 000-0000 (000) 000-0000 Xxxxxx Xxxxxx Merck: Xxxxxx Xxxxx (000) 000-0000 (000) 000-0000 Merck and NewLink Genetics Enter into Licensing and Collaboration Agreement for Investigational Ebola Vaccine Clinical Development, Manufacturing Expertise, and Scale Critical to Success WHITEHOUSE STATION, N.J. and AMES, I.A., Nov. XX, 2014 – Merck (NYSE:MRK), known as MSD outside the United States and Canada, and NewLink Genetics Corporation (NASDAQ: NLNK), announced today that they have entered into an exclusive worldwide license agreement to research, develop, manufacture, and distribute NewLink’s investigational rVSV-EBOV (Ebola) vaccine candidate. The vaccine candidate, originally developed by the Public Health Agency of Canada (PHAC), is currently being evaluated in Phase I clinical trials. Pending the results of ongoing Phase I trials in the U.S. National Insitutes of Health (NIH) has announced plans ot initiate, in early 2015, a large randomized, controlled Phase III study to evaluate the safety and efficacy of the rVSV-EBOV vaccine and another investigational Ebola vaccine co-developed by the National Institute of Allergy and Infectious Diseases (NIAID) and GlaxoSmithKline. "Effective Ebola vaccines will be a critical component of comprehensive prevention and control measures for people at risk of Ebola virus infection and to stem future outbreaks [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. globally," said Xx. Xxxxx Xxxxxxxxxx, president of Merck Vaccines. "Merck is committed to applying our vaccine expertise to address important global health needs and, through our collaboration with NewLink, we hope to advance the public health response to this urgent international health priority." According to Xx. Xxxxxxx Link, chairman and chief executive officer of NewLink Genetics, "Merck's vaccine development expertise,...
Form of Press Release. InMode Ltd. [Insert date] InMode Ltd. (the “Company”), announced today that Barclays Capital Inc., the lead book-running manager in the Company’s recent public sale of [●] ordinary shares is [waiving] [releasing] a lock-up restriction with respect to [●] shares of the Company’s ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [insert date], and the shares may be sold or otherwise disposed of on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. EXHIBIT C Form of Company Counsel Opinion [To be provided under separate cover]
