Pricing Information Provided Orally by Underwriter. Number of Shares: 6,000,000 Shares Public Offering Price for the Shares: The price per Share at which the applicable Shares are to be sold to each purchaser Annex B Exhibit A FORM OF LOCK-UP AGREEMENT [Date] X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Forum Energy Technologies, Inc. — Secondary Offering Ladies and Gentlemen: The undersigned understands that you have entered into an Underwriting Agreement (the “Underwriting Agreement”) with Forum Energy Technologies, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 1 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the Underwriter (the “Underwriter”), of common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriter’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter on behalf of the Underwriter, the undersigned will not, during the period ending 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand f...
Pricing Information Provided Orally by Underwriter. The price per Offered Share paid by each applicable investor The aggregate number of Offered Shares purchased by the Underwriters is 2,213,851. Annex B None. Exhibit A FORM OF LOCK-UP AGREEMENT , 2023 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Restaurant Brands International Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Restaurant Brands International Inc., a corporation organized under the laws of Canada (the “Company”), the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, BofA Securities, Inc., in its capacity as Forward Seller, and BofA Securities, Inc., in its capacity as Forward Purchaser, providing for the public offerings in the United States (the “Public Offerings”) by you or one or more of your affiliates (collectively, the “Underwriter”), of common shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriter’s agreement to purchase and make the Public Offerings of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period ending 45 days after the date of the prospectus relating to the Public Offering (the “Restricted Period”), (1) offer, pledge, 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, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Company (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares (including without limitation, Common Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission or under Canadian Securities Laws and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or such other securities, ...
Pricing Information Provided Orally by Underwriter. The public offering price is, as to each investor, the price paid by such investor. Number of shares: 1,922,322 Shares Annex A Annex B-1 Form of Opinion of Counsel for the Company and Xxxxxxxx Xxxx Annex B-1 Annex B-2 Form of Opinion of Counsel for the Selling Stockholder Annex B-2 Exhibit A Form of Lock-Up Agreement March 4, 2024 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 Re: Xxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxx & Co. LLC (the “Underwriter”) proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxxxx Xxxx Incorporated, a Delaware corporation (the “Company”), Xxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, and the Selling Stockholder named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the Underwriter of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or dispo...
Pricing Information Provided Orally by Underwriter. The number of Shares: [●] Public offering price per Share: [$[●]][The price paid by each purchaser of the Shares.]
Pricing Information Provided Orally by Underwriter. Public offering price per Share: With respect to each investor, the price that they have paid. Number of Shares: 4,500,000 Annex A-1 Annex B Written Testing-the-Waters Communications None. Annex X-0 Xxxxx X
Pricing Information Provided Orally by Underwriter. Number of Shares: 9,745,128 Public Offering Price: $6.67 per Share Annex B Written Testing-the-Waters Communications None. Annex C BioAtla, Inc. Pricing Term Sheet None. Exhibit A Testing-the-Waters Authorization (to be delivered by the Issuer to X.X. Xxxxxx Securities LLC in email or letter form) In reliance on Rule 163B under the Securities Act of 1933, as amended (the “Act”), BioAtla, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx” or the “Underwriter”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that (i) except as disclosed to the Underwriter, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Underwriter to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Underwriter. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate o...
Pricing Information Provided Orally by Underwriter. Shares: 1,500,000 Public Offering Price Per Share: $40.25
Pricing Information Provided Orally by Underwriter. A statement that the offering is a variable price reoffer and, as to each investor in the Shares, the price per share paid by such investor. Number of Shares: 96,891,014 Underwritten Shares
Pricing Information Provided Orally by Underwriter. The following information is also included in the Pricing Disclosure Package:
Pricing Information Provided Orally by Underwriter. (included in the Pricing Disclosure Package Number of ADSs offered: 19,178,082 or 22,054,794 if the Underwriter exercises its option to purchase additional ADSs. Price per share: $3.41 EXHIBIT A LOCK-UP AGREEMENT EXHIBIT B FORM OF LEGAL OPINION & NEGATIVE ASSURANCE LETTER FOR U.S. COUNSEL TO COMPANY EXHIBIT C FORM OF LEGAL OPINION FOR ENGLISH COUNSEL TO COMPANY EXHIBIT D FORM OF LEGAL OPINION & NEGATIVE ASSURANCE LETTER FOR IP COUNSEL TO COMPANY EXHIBIT E FORM OF LEGAL OPINION FOR U.S. COUNSEL TO DEPOSITARY
