Common use of INSTRUCTIONS FOR REGISTRATION OF SECURITIES Clause in Contracts

INSTRUCTIONS FOR REGISTRATION OF SECURITIES. Name: (Print in Block Letters) Address: NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. EXHIBIT B TO PURCHASE WARRANT Form to be used to assign Purchase Warrant: (To be executed by the registered Holder to effect a transfer of the within Purchase Warrant): FOR VALUE RECEIVED, ___________________________ does hereby sell, assign and transfer unto __________________ the right to purchase shares of Soliton, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company. Dated: ____________, 20__ Signature NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever. EXHIBIT B Form of Lock-Up Agreement Boustead Securities, LLC 0 Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Re: Soliton, Inc. – Lock-Up Agreement Ladies and Gentlemen: The undersigned, a holder of shares of common stock, $0.001 par value (“Shares”), or rights to acquire Shares, of Soliton, Inc., a Delaware corporation (the “Company”), understands that Boustead Securities, LLC, acting as a representative (the “Representative”) of the several underwriters in the Public Offering (“Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of Shares of the Company. To induce the Underwriters to continue their efforts in connection with the Public Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and the Representative that, without the Representative’s prior written consent, the undersigned will not, during the period commencing on the date hereof and ending 12 months following the closing date of the Public Offering (the “Initial Lock-Up Period”), directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Shares or any securities directly or indirectly convertible into or exercisable or exchangeable for Shares owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned on the date hereof or hereafter acquired, or (2) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. After the Initial Lock-up Period and until 24 months from the closing of the Public Offering (the “Additional Lock-up Period”), the undersigned hereby agrees for the benefit of the Company and the Underwriters that, without the Representative’s prior written consent, the undersigned will not, sell his, her or its shares other than pursuant to the following criteria:

Appears in 3 contracts

Samples: Underwriting Agreement (Soliton, Inc.), Underwriting Agreement (Soliton, Inc.), Underwriting Agreement (Soliton, Inc.)

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INSTRUCTIONS FOR REGISTRATION OF SECURITIES. Name: (Print in Block Letters) Address: NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. EXHIBIT B TO PURCHASE WARRANT Form to be used to assign Purchase Warrant: (To be executed by the registered Holder to effect a transfer of the within Purchase Warrant): FOR VALUE RECEIVED, ___________________________ does hereby sell, assign and transfer unto __________________ the right to purchase shares of Soliton, Inc.True Leaf Medicine International Ltd., a Delaware Canadian corporation (the "Company"), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company. Dated: ____________, 20__ Signature NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever. 44 EXHIBIT B Form of Lock-Up Agreement 45 Lock-Up Agreement [ ], 2017 Boustead Securities, LLC LLC. 0 Xxxxxxx, Xxxxx 000 000, Xxxxxx, XX 00000 ReLadies and Gentlemen: Soliton, Inc. – This Lock-Up Agreement Ladies and Gentlemen: The undersigned(this "Agreement") is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") between True Leaf Medicine International Ltd., a holder of shares Canadian corporation (the "Company"), and Boustead Securities LLC ("Boustead" or the "Underwriter") and the other parties thereto (if any), relating to the proposed public offering (the "Offering") of common stock, $0.001 no par value per share (“Shares”the "Common Stock"), or rights to acquire Shares, of Soliton, Inc., a Delaware corporation (the “Company”), understands that Boustead Securities, LLC, acting as a representative (the “Representative”) of the several underwriters in the Public Offering (“Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of Shares of the Company. To In order to induce the Underwriters Underwriter to continue their efforts enter into the Underwriting Agreement, and in connection with light of the Public Offeringbenefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees for with the benefit Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Company and Underwriting Agreement (the Representative that, without the Representative’s prior written consent"Lock-Up Period"), the undersigned will not, during without the period commencing on the date hereof and ending 12 months following the closing date prior written consent of the Public Offering (the “Initial Lock-Up Period”)Boustead, directly or indirectly indirectly, (1i) offer, pledgesell, assign, encumbertransfer, announce the intention to sell, sellpledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendotherwise dispose of, or announce the intention to otherwise transfer or dispose of, any Shares shares of Common Stock now owned or any hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition except as permitted by the Leak-Out Allowance (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the "Securities Act") (such shares, the "Beneficially Owned Shares")) or securities directly or indirectly convertible into or exercisable or exchangeable for Shares owned either of record or beneficially Common Stock, (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned on the date hereof or hereafter acquired, or (2ii) enter into any swap swap, hedge or other similar agreement or arrangement that transfers, transfers in whole or in part, any of the economic consequences risk of ownership of the SharesBeneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (1) now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (2iii) above is engage in any short selling of the Common Stock. During the Lock-Up Period, the undersigned shall be entitled to a leak-out allowance of the Beneficially Owned Shares as follows: (i) no disposition of Beneficially Owned Shares will be settled permitted during the first 90 days (months 1-3) of the Lock-Up Period as set forth in this Agreement; and (ii) following the 90th day (months 4-6) of the Lock-Up Period the undersigned shall be permitted to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, up to 10% of the Beneficially Owned Shares per 30 day period subject to a minimum sale price of $0.84 per share (the "Leak-out Allowance"). The undersigned agrees that any and all dispositions in accordance with the Leak-out Allowance must comply with all other terms of this Agreement. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned's status as an affiliate or non-affiliate of the Company as provided by delivery Rule 144 of Shares the Securities Act, or such other securitiesexemption as may be applicable. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in cash writing, such extension; provided however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or otherwiserepealed NASD Rule 2711(f)(4), or publicly announce has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an intention Emerging Growth Company, as defined under the Jumpstart Our Business Startups Act, prior to do or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. Boustead agrees that, (i) at least three business days before the effective date of any release or waiver of the foregoingforegoing restrictions in connection with a transfer of Common Stock, Boustead will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. After Any release or waiver granted by Boustead hereunder shall only be effective two business days after the Initial publication date of such press release provided always that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-up Period Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and until 24 months from (b) the closing transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the Public Offering (transfer. The restrictions set forth in the “Additional Lock-up Period”), the undersigned hereby agrees for the benefit of the Company and the Underwriters that, without the Representative’s prior written consent, the undersigned will not, sell his, her or its shares other than pursuant to the following criteriaimmediately preceding paragraph shall not apply:

Appears in 2 contracts

Samples: Lock Up Agreement (True Leaf Medicine International Ltd.), Lock Up Agreement (True Leaf Medicine International Ltd.)

INSTRUCTIONS FOR REGISTRATION OF SECURITIES. Name: (Print in Block Letters) Address: NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. EXHIBIT B TO PURCHASE WARRANT Form to be used to assign Purchase Warrant: (To be executed by the registered Holder to effect a transfer of the within Purchase Warrant): FOR VALUE RECEIVED, ___________________________ does hereby sell, assign and transfer unto __________________ the right to purchase shares of Soliton, Inc.True Leaf Medicine International Ltd., a Delaware Canadian corporation (the "Company"), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company. Dated: ____________, 20__ Signature NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever. 45 EXHIBIT B Form of Lock-Up Agreement Lock-Up Agreement [ ], 2017 Boustead Securities, LLC LLC. 0 Xxxxxxx, Xxxxx 000 000, Xxxxxx, XX 00000 ReLadies and Gentlemen: Soliton, Inc. – This Lock-Up Agreement Ladies and Gentlemen: The undersigned(this "Agreement") is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") between True Leaf Medicine International Ltd., a holder of shares Canadian corporation (the "Company"), and Boustead Securities LLC ("Boustead" or the "Underwriter") and the other parties thereto (if any), relating to the proposed public offering (the "Offering") of common stock, $0.001 no par value per share (“Shares”the "Common Stock"), or rights to acquire Shares, of Soliton, Inc., a Delaware corporation (the “Company”), understands that Boustead Securities, LLC, acting as a representative (the “Representative”) of the several underwriters in the Public Offering (“Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of Shares of the Company. To In order to induce the Underwriters Underwriter to continue their efforts enter into the Underwriting Agreement, and in connection with light of the Public Offeringbenefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees for with the benefit Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Company and Underwriting Agreement (the Representative that, without the Representative’s prior written consent"Lock-Up Period"), the undersigned will not, during without the period commencing on the date hereof and ending 12 months following the closing date prior written consent of the Public Offering (the “Initial Lock-Up Period”)Boustead, directly or indirectly indirectly, (1i) offer, pledgesell, assign, encumbertransfer, announce the intention to sell, sellpledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendotherwise dispose of, or announce the intention to otherwise transfer or dispose of, any Shares shares of Common Stock now owned or any hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition except as permitted by the Leak-Out Allowance (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the "Securities Act") (such shares, the "Beneficially Owned Shares")) or securities directly or indirectly convertible into or exercisable or exchangeable for Shares owned either of record or beneficially Common Stock, (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned on the date hereof or hereafter acquired, or (2ii) enter into any swap swap, hedge or other similar agreement or arrangement that transfers, transfers in whole or in part, any of the economic consequences risk of ownership of the SharesBeneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (1) now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (2iii) above is engage in any short selling of the Common Stock. During the Lock-Up Period, the undersigned shall be entitled to a leak-out allowance of the Beneficially Owned Shares as follows: (i) no disposition of Beneficially Owned Shares will be settled permitted during the first 90 days (months 1-3) of the Lock-Up Period as set forth in this Agreement; and (ii) following the 90th day (months 4-6) of the Lock-Up Period the undersigned shall be permitted to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, up to 10% of the Beneficially Owned Shares per 30 day period subject to a minimum sale price of $0.84 per share (the "Leak-out Allowance"). The undersigned agrees that any and all dispositions in accordance with the Leak-out Allowance must comply with all other terms of this Agreement. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s status as an affiliate or non-affiliate of the Company as provided by delivery Rule 144 of Shares the Securities Act, or such other securitiesexemption as may be applicable. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in cash writing, such extension; provided however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or otherwiserepealed NASD Rule 2711(f)(4), or publicly announce has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an intention Emerging Growth Company, as defined under the Jumpstart Our Business Startups Act, prior to do or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. Boustead agrees that, (i) at least three business days before the effective date of any release or waiver of the foregoingforegoing restrictions in connection with a transfer of Common Stock, Boustead will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. After Any release or waiver granted by Boustead hereunder shall only be effective two business days after the Initial publication date of such press release provided always that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-up Period Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and until 24 months from (b) the closing transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the Public Offering (transfer. The restrictions set forth in the “Additional Lock-up Period”), the undersigned hereby agrees for the benefit of the Company and the Underwriters that, without the Representative’s prior written consent, the undersigned will not, sell his, her or its shares other than pursuant to the following criteriaimmediately preceding paragraph shall not apply:

Appears in 2 contracts

Samples: Underwriting Agreement (True Leaf Medicine International Ltd.), Underwriting Agreement (True Leaf Medicine International Ltd.)

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INSTRUCTIONS FOR REGISTRATION OF SECURITIES. Name: _____________________________________________________________ (Print in Block Letters) Address: ___________________________________________________________ NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoeverTHE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, and must be guaranteed by a bankAND MUST BE GUARANTEED BY A BANK, other than a savings bankOTHER THAN A SAVINGS BANK, or by a trust company or by a firm having membership on a registered national securities exchangeOR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE. EXHIBIT B TO PURCHASE WARRANT Form to be used to assign Purchase Warrant: Option ASSIGNMENT (To be executed by the registered Holder to effect a transfer of the within Purchase WarrantOption): FOR VALUE RECEIVED, ,___________________________________________ does hereby sell, assign and transfer unto unto______________________________________ the right to purchase shares __________ Units of Soliton, Inc., a Delaware corporation Pinpoint Advance Corp. (the "Company”), ") evidenced by the within Purchase Warrant Option and does hereby authorize the Company to transfer such right on the books of the Company. Dated: :___________________, 20_200_ Signature Signature Guaranteed NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever. EXHIBIT B Form of Lock-Up Agreement Boustead SecuritiesTHE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, LLC 0 XxxxxxxAND MUST BE GUARANTEED BY A BANK, Xxxxx 000 XxxxxxOTHER THAN A SAVINGS BANK, XX 00000 Re: Soliton, Inc. – Lock-Up Agreement Ladies and Gentlemen: The undersigned, a holder of shares of common stock, $0.001 par value (“Shares”), or rights to acquire Shares, of Soliton, Inc., a Delaware corporation (the “Company”), understands that Boustead Securities, LLC, acting as a representative (the “Representative”) of the several underwriters in the Public Offering (“Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of Shares of the Company. To induce the Underwriters to continue their efforts in connection with the Public Offering, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and the Representative that, without the Representative’s prior written consent, the undersigned will not, during the period commencing on the date hereof and ending 12 months following the closing date of the Public Offering (the “Initial Lock-Up Period”), directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Shares or any securities directly or indirectly convertible into or exercisable or exchangeable for Shares owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned on the date hereof or hereafter acquired, or (2) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. After the Initial Lock-up Period and until 24 months from the closing of the Public Offering (the “Additional Lock-up Period”), the undersigned hereby agrees for the benefit of the Company and the Underwriters that, without the Representative’s prior written consent, the undersigned will not, sell his, her or its shares other than pursuant to the following criteria:OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.

Appears in 1 contract

Samples: Pinpoint Advance CORP

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