Common use of Pricing Information Provided Orally by Underwriters Clause in Contracts

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value, of the Company (the “Securities”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 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, $0.00001 per share par value, 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

Appears in 1 contract

Samples: Twist Bioscience Corp

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Pricing Information Provided Orally by Underwriters. Price Public offering price $49.00 per Share: $[●] share Number of Shares: [●] Underwritten Shares plus [●] Option Shares 3,750,000 Underwriting Discounts and Commissions $2.94 per share Annex A-1 Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation MYOKARDIA, INC. Pricing Term Sheet None. Annex B-1 Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT May , 2019 2018 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX AND COMPANYINCORPORATED CREDIT SUISSE SECURITIES (USA) LLC XXXXX FARGO SECURITIES, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 380 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and CompanyMerrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Onx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Credit Suisse Securities (USA) LLC 000 Xxxxxxxxx Eleven Maxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Wells Fargo Securities, LLC 370 Xxxx 00xx Xxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: Twist Bioscience Corporation MyoKardia, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationMyoKardia, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par valueCommon Stock, of the Company (the “Offering Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Offering Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC and Xxxxx and CompanyFargo Securities, LLC LLC, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 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, $0.00001 0.0001 per share par value, 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 bebe 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 (collectively, “Securities”)), 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: MyoKardia Inc

Pricing Information Provided Orally by Underwriters. Price The initial public offering price per Share: share for the Shares is $[●] Number 21.00. The aggregate number of Shares: [●] Underwritten Shares plus [●] purchased by the Underwriters is 7,200,000. The aggregate number of Option Shares that the Underwriters can elect to purchase is 1,080,000. Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Form of Opinion of Counsel for the Company Form of 10b-5 Statement of Counsel for the Company Annex C Twist Bioscience Corporation Pricing Term Sheet None. Form of Opinion of Xxxxxx & Bird LLP, IP Counsel for the Company Annex D Form of Opinion of XxXxxxx Xxxx PLLC, IP Counsel for the Company Annex E Form of Opinion of Sterne, Kessler, Xxxxxxxxx & Fox P.L.L.C., IP Counsel for the Company Exhibit A Section 16 Officers and Directors Xxxxxxxx X. Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxx-Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Exhibit B FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES LLC 2020 XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. SVB LEERINK LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx SVB Leerink LLC 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxxx Xxxxx Xxx XxxxXxxxxxxxx, XX Xxxxxxxxxx 00000 Re: Twist Bioscience Corporation Five Prime Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationFive Prime Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.00001 0.001 per share par valueshare, of the Company (the “SecuritiesCommon Stock”). The shares of Common Stock to be sold pursuant to the Underwriting Agreement are referred to as the “Securities.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 90 days after the date of the final prospectus supplement 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) transfers of shares of Common Stock or options or other rights to acquire Common Stock as a bona fide gift or gifts, or by will or intestate succession to a family member of the undersigned or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or the undersigned’s family members, (B) distributions of shares of Common Stock to members or stockholders of the undersigned, (C) transfers of shares of Common Stock, options or other rights to acquire Common Stock pursuant to a qualified domestic relations order or a negotiated divorce settlement, and (D) any transfer or surrender for cancellation of shares of Common Stock by the undersigned to the Company upon the vesting of restricted shares of Common Stock to cover tax withholding obligations in connection with such vesting pursuant to a restricted stock agreement, stock bonus or other stock plan or arrangement existing as of the date hereof and described in the Registration Statement, or any document incorporated by reference in the Registration Statement, and any shares of Common Stock acquired shall remain subject to this Letter Agreement; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above unless such Form 5 is required to be filed during the Restricted Period). In addition, the undersigned may (i) sell shares of Common Stock pursuant to any plan designed to satisfy the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) existing on the date hereof and disclosed to the Representatives or (ii) enter into a 10b5-1 Plan during the Restricted Period (other than the entry into such a plan in such a manner as to allow the sale of Common Stock within the Restricted Period); provided however, no public announcement or filing under the Exchange Act regarding the establishment of such 10b5-1 Plan shall be required or made during the Restricted Period; provided that any Form 4 filed in connection with any sale pursuant to clause (i) above shall indicate that such sale was made pursuant to a 10b5-1 Plan. For the avoidance of doubt, the foregoing restrictions shall not apply to, and nothing in this Letter Agreement prohibits, the undersigned (or any family member of the undersigned) from (i) exercising any options or other rights to purchase Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement existing as of the date hereof and described in the registration statement relating to the Public Offering (the “Registration Statement”) or any document incorporated by reference in the Registration Statement (and for clarity any such exercises may be effected on a cashless basis to the extent the instruments representing such options or other rights permit exercises on a cashless basis) or (ii) the grant by the Company of stock option, restricted stock or other stock-based awards to the undersigned pursuant to any stock option, stock bonus or other stock plan or arrangement existing as of the date hereof and described in the Registration Statement or any document incorporated by reference in the Registration Statement; provided that any shares of Common Stock so acquired shall remain subject to this Letter Agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by December 31, 2020, or if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities, the undersigned shall thereupon be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Appears in 1 contract

Samples: Five Prime Therapeutics, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[set out key information included in script that will be used by Underwriters to confirm sales] Number Annex B-1 Form of Shares: Opinion of Xxxxxx & Xxxxxxx LLP [Provided separately] Underwritten Shares plus Annex B-2 Form of Opinion of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, LLP [Provided separately] Option Shares Annex B B-3 Form of Opinion of IP Counsel for the Company [Provided separately] Annex B-4 Form of Opinion of Regulatory Counsel for the Company [Provided separately] Annex C Written Testing-the-Waters Communications [Investor Presentation dated [April 2019]Provided separately] Annex C Twist Bioscience Corporation D Precision BioSciences, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. X. X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, XXXXXXX SACHS & CO. LLC EVERCORE GROUP L.L.C. XXXXXXXXX LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, Goldman Xxxxx & Co. LLC 000 Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Precision BioSciences, Inc. Initial Public Offering Ladies and Gentlemen: The undersigned understands that youundersigned, as Representatives a stockholder of the several UnderwritersPrecision BioSciences, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationInc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.00001 0.000005 per share par value, (“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. Annex A sets forth definitions for capitalized terms used in this Letter Agreement (as defined below) that are not defined in the body of this Letter Agreement. Those definitions are part of this Letter Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxx and Company, Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 180 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:

Appears in 1 contract

Samples: Underwriting Agreement (Precision Biosciences Inc)

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] 44.00 Number of Underwritten Shares: [●] Underwritten Shares plus [●] 3,977,273 Number of Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Shares: 596,590 Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A Form of Lock-up Agreement [Attached] Officers Xxxxxxx X. Xxxxxx M. Xxxxxx Xxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxxxxx FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 2020 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As XXXXXXX & CO. as Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and CompanyXxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation AtriCure, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationAtriCure, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.00001 0.001 per share par value(the “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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, at the 90th day close of business 90 days after the date of the final 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.00001 per share par value, Stock 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 bebe 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: AtriCure, Inc.

Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 9,677,419 Price per Shareto Public: $[●] Number 15.50 per share Underwriting Discounts and Commissions: $0.93 per share Annex D Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxxxx Xxxxxxxx • Xxxxxx X. Xxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of Shares: [●] Underwritten Shares plus [●] Option Shares Annex B Written TestingThe Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-the-Waters Communications Skipping Trust [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 2017 X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXX AND COMPANY, Leerink Partners LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Intra-Cellular Therapies, Inc. Follow-on Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationIntra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 0.0001 per share par value, value (the “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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 60 days after the date of the final 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number of Underwritten Shares: [●] Underwritten Shares plus [●] Option Shares Shares: [•] Public offering price per share: [•] Trade Date: [•] Settlement Date: [•] Annex B Written Testing-the-Waters Communications [Investor Presentation dated [April 2019]None.] Annex C Twist Bioscience Corporation Pricing Term Sheet None. C-1 [Form of Opinion of Counsel for the Company] Annex C-2 [Form of Opinion of Delaware Counsel for the Company] Annex C-3 [Form of Opinion of General Counsel for the Company] Annex C-4 [Form of Opinion of Counsel for the Warburg Sponsor Selling Stockholders] Annex C-5 [Form of Opinion of Cayman Counsel for the Warburg Sponsor Selling Stockholders] Annex C-6 [Form of Opinion of Counsel for the GTCR Sponsor Selling Stockholders] Annex C-7 [Form of Opinion of Delaware Counsel for the GTCR Sponsor Selling Stockholders] Exhibit A [FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT AGREEMENT] ________, 2019 2021 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, CREDIT SUISSE SECURITIES (USA) LLC EVERCORE GROUP L.L.C. XXXXXXX SACHS & CO. LLC XXXXXXXXX LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, Credit Suisse Securities (USA) LLC 000 Xxxxxxxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Goldman Xxxxx & Co. LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Twist Bioscience Corporation XXXXXX HEALTH COMPANY — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several underwriters named in Schedule I to the Underwriting Agreement (as defined below) (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation Xxxxxx Health Company (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to Underwriters, of shares of the Underwriting Agreement Common Stock, par value $0.01 per share (the UnderwritersCommon Stock”), of common stock, $0.00001 per share par value, of the Company (such shares to be sold in the Public Offering, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and CompanyLLC, LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate (provided, that any “portfolio company” (as such term is customarily used among institutional investors) of the undersigned, or any entity controlled by any such portfolio company, shall not be considered an affiliate of the undersigned) to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, at the 90th day close of business on the date that is 90 days after the date of the final 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe 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) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, except as those demands or exercises that do not involve any public disclosure or filing during the Restricted Period (provided that the Company shall provide written notice to the Representatives at least two business days prior to any confidential or non-public submission of a registration statement made during the Restricted Period) or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing. The undersigned represents and warrants that the undersigned is not, has not caused or directed any of its affiliates to be or become, and is not aware of any of its affiliates (provided, that any “portfolio company” (as such term is customarily used among institutional investors) of the undersigned, or any entity controlled by any such portfolio company, shall not be considered an affiliate of the undersigned) being, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this Letter Agreement during the Restricted Period. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Underwriting Agreement (Sotera Health Co)

Pricing Information Provided Orally by Underwriters. Price Offering Size: 1,300,000,000 CPOs, directly or in the form of ADSs (plus 15% over-allotment option) International/Mexican Offerings: 975,000,000 / 325,000,000 (plus 15% over-allotment in each offering) Public Offering Price: US$12.50000 per ShareADS / MXP 16.65 per CPO Underwriters’ Discount and Commissions: $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares 4.50% Annex B Written Testing-the-Waters Communications • Form of Opinion and Negative Assurance of Lic. Xxxxxx X. Xxxxxxxxxx, General Counsel of the Company [Investor Presentation dated [April 2019]to be inserted] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Form of Opinion, Tax Opinion and Negative Assurance Letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York Counsel for the Company [to be inserted] Xxxxx X Xxxx Xxxxxxx xx Xxxxxxxxx Xxxxxxx Xxxx & Xxxxx LLP, New York Counsel to the ADS Depositary [to be inserted] Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT September , 2019 2009 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. Xxxxxx Securities Inc. Citigroup Global Markets Inc. Santander Investment Securities Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, LLC Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: Twist Bioscience Corporation — Public Offering CEMEX, S.A.B. DE C.V. Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationCEMEX, S.A.B. de C.V., a Delaware corporation sociedad anónima bursátil de capital variable organized under the laws of Mexico (the “Company”), providing for the public international offering outside of Mexico (the “Public International Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement Agreement, of Ordinary Participation Certificates of the Company (certificados de participación ordinarios, or “CPOs”) (each representing two Series A Shares (the “UnderwritersSeries A Shares”) and one Series B Shares (the “Series B Shares”), of common stock, $0.00001 per share each without par value, of the Company Company’s common stock), directly or in the form of American Depositary Shares (“ADSs”), each representing ten CPOs (collectively, the “SecuritiesShares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public International Offering of the SecuritiesShares, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the UnderwritersRepresentatives, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 90 days after the date of the prospectus relating to the Public International Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common StockADSs, $0.00001 per share par value, CPOs or shares of common stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock ADSs, CPOs or shares of common stock (including without limitation, Common Stock ADSs, CPOs or shares of common stock or such other securities which may bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of ADSs, CPOs or shares of common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, CPOs or shares of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any ADSs, CPOs or shares of common stock or any security convertible into or exercisable or exchangeable for ADSs, CPOs or shares of common stock, in each case other than (A) transfers of shares of ADSs, CPOs or shares of common stock as a bona fide gift or gifts, (B) transfers of ADSs, CPOs or shares of common stock to any immediate family member of the undersigned or trust for the direct or indirect benefit of the undersigned and/or any immediate family member of the undersigned and (C) upon the death of the undersigned, transfers of ADSs, CPOs or shares of common stock by the estate of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the U.S. Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Letter 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 the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the International Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Appears in 1 contract

Samples: Cemex Sab De Cv

Pricing Information Provided Orally by Underwriters. Price The public offering price per Share: share for the Shares is $[●] 30.59. Number of Underwritten Shares: [●] Underwritten Shares plus [●] 11,441,648 Number of Option Shares Shares: 1,716,247 Annex A Exhibit 1.1 Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Crinetics Pharmaceuticals, Inc. Pricing Term Sheet None. Annex B Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [•], 2019 2023 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC LEERINK PARTNERS LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 c/o Cowen and CompanyLeerink Partners LLC 00 Xxxxx Xxxxxx, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx40th Floor Boston, XX 00000 Massachusetts 02109 c/o Evercore Group L.L.C. Xxxxx Xxxxxxx & Co. 00 Xxxx 00xx Xxxxxx Xxx XxxxXxxxxxxxxx Xxxxxx, XX 00000 Xxxxx 0000 San Francisco, California 94111 Re: Twist Bioscience Corporation Crinetics Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned undersigned, a director or officer of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.00001 0.001 per share par value(“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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, at the 90th day close of business 60 days after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, 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, hedge, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any hedging, swap or other agreement or transaction 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit) or (4) publicly disclose the intention to do any of the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G) and (J), such transfer shall not involve a disposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clauses (B) through (J), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required filing on Form 4 or Form 5 with respect to clauses (B), (D), (F), or (H); provided any such filing shall indicate (in the notes thereto or otherwise) that the filing relates to the circumstances set forth in such clauses).

Appears in 1 contract

Samples: Crinetics Pharmaceuticals, Inc.

Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 10,000,000 Price per Shareto Public: $[●] Number of Shares29.50 per share Underwriting Discounts and Commissions: [●] Underwritten Shares plus [●] Option Shares $1.77 per share Annex B Written TestingPersons Signing a Lock-theUp Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxxxx X. Xxxxxxxx • Xxxxxx Xxxxxx, M.D. • Xxxx Xxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx X. Xxxxx • Xxxxxx X. Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Waters Communications Skipping Trust [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Xxxxxxxxxxx X. Xxxxx Family Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT January [●], 2019 2020 X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXX AND COMPANY, SVB Leerink LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and CompanySVB Leerink LLC Xxx Xxxxxxx Xxxxxx, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx00xx Xxxxx Xxxxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX Xxxxxxxxxxxxx 00000 Re: Twist Bioscience Corporation Intra-Cellular Therapies, Inc. Follow-on Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationIntra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 0.0001 per share par valuevalue (the “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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Companythe Representatives, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 60 days after the date of the final 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]Key information included in script that will be used by Underwriters to confirm sales to be set out] Annex C Twist Bioscience Corporation Pricing Term Sheet None. B-1 [Form of Opinion of U.S. Counsel to the Company] Annex B-2 [Form of Opinion of Dutch Counsel to the Company] Annex B-3 [Form of Opinion of General Counsel of the Company] Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [ ], 2019 2014 X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXX AND COMPANY000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 UBS Securities LLC EVERCORE GROUP L.L.C. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Fiat Chrysler Automobiles N.V. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into (a) an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationFiat Chrysler Automobiles N.V., a Delaware corporation public company with limited liability incorporated under the laws of the Netherlands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the common stockshares, $0.00001 nominal value € 0.01 per share par valueshare, of the Company (the “Common Shares”) and (b) an underwriting agreement (the “MCS Underwriting Agreement”) with the Company providing for the public offering (the “MCS Offering”) by the several Underwriters named in Schedule 1 to the MCS Underwriting Agreement, of up to $[ ] aggregate notional amount of the Company’s [ ]% Mandatory Convertible Securities due 2016, (the “Firm Securities”)) to be issued pursuant to the indenture, dated as of [ ], 2014, between the Company and The Bank of New York Mellon, as trustee, which Firm Securities will be convertible into Common Shares. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make (a) the Public Offering of the Common Shares and (b) the MCS Offering of the Firm Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and CompanyXxxxxxx, LLC on behalf of the UnderwritersSachs & Co., the undersigned will not, during the period beginning on (the date of this letter agreement (this Letter AgreementLock-Up Period”) and ending on, but including, the 90th day 90 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, $0.00001 per share par value, of the Company (the “Common Stock”) Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including without limitation, Common Stock Shares or such other securities which may bebe 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, provided, however, that this clause (1) shall not apply to purchases by Exor S.p.A. of the Firm Securities sold pursuant to the MCS Offering, so long as no sale of or offer, pledge or contract to sell the same (or any Common Shares convertible or exchangeable therefrom) is made by Exor S.p.A. during the Lock-Up Period, (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, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares, in each case other than (A) the securities to be sold by the undersigned pursuant to the Underwriting Agreement and the MCS Underwriting Agreement, (B) (i) transfers of Common Shares as a bona fide gift or gifts, (ii) if the undersigned is a natural person, transfers of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, (iii) if the undersigned is a natural person, transfers of Common Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, and (iv) if the undersigned is a natural person, transfers of Common Shares to any partnership or limited liability company controlled by the undersigned or the immediate family of the undersigned and (C) distributions of Common Shares to members or shareholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee, trustee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, trustee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement and the MCS Underwriting Agreement do not become effective, or if the Underwriting Agreement and the MCS Underwriting Agreement (in each case other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares and the Firm Securities, as applicable, to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and the MCS Underwriting Agreement and proceeding with the Public Offering and the MCS Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF DIRECTOR, OFFICER OR SHAREHOLDER] By: Name: Title:

Appears in 1 contract

Samples: Fiat Chrysler Automobiles N.V.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number The number of Shares: [●] Underwritten Shares plus [●] purchased by the Underwriters is 12,500,000. The number of Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet Noneis 1,875,000. The public offering price per share is $10.00. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES 2023 XXXXXXXXX LLC GUGGENHEIM SECURITIES, LLC XXXXXXX XXXXX AND & COMPANY, L.L.C. BMO CAPITAL MARKETS CORP. RBC CAPITAL MARKETS, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities x Xxxxxxxxx LLC 000 520 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10022 c/o Cowen and CompanyGuggenheim Securities, LLC 000 Xxxxxxxxx 330 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10017 c/o Evercore Group Xxxxxxx Xxxxx & Company, L.L.C. 00 Xxxx 150 X. Xxxxxxxxx Xxxxx Chicago, Illinois 60606 c/o BMO Capital Markets Corp. 150 X 00xx Xx. New York, New York 10036 c/o RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10281 Re: Twist Bioscience Corporation Verve Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationVerve Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 0.001 par value per share par value(the “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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Xxxxxxxxx LLC and Xxxxx and CompanyGuggenheim Securities, LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, at the 90th day close of business 60 days after the date of the final 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Underwriting Agreement (Verve Therapeutics, Inc.)

Pricing Information Provided Orally by Underwriters. Underwritten Shares: 5,000,000 Option Shares: 750,000 Public Offering Price per Share: $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares 20.00 Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Annex C-1 Form of Opinion of Counsel for the Company In the form agreed upon by the Underwriters and the Company. Annex C-2 Form of Opinion of IP Counsel for the Company In the form agreed upon by the Underwriters and the Company. Annex D Lock-up Parties Avalon Ventures VIII, L.P. Xxxx XxXxx Avalon Ventures X, L.P. Xxxx Xxxxx OrbiMed Private Investments IV, LP Xxxxx Xxxxx TPG Biotechnology Partners III, L.P. Xxxxxx Xxxxx Xxx Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx X. Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xxxxxxxxx Xxxxxx Xxxxxx Exhibit A FORM OF TTW AUTHORIZATION LETTER None. Exhibit B FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT December , 2019 X.X. 2015 XXXXXXX LYNCH, PIERCE, XXXXXX SECURITIES LLC & XXXXX INCORPORATED XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Merrill Lynch, Pierce, Xxxxxx Securities LLC 000 Xxxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx 00xx Xxxxxx Xxx XxxxXxxxxxxxxxx, XX Xxxxxxxxx 00000 Re: Twist Bioscience Corporation Otonomy, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationOtonomy, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.00001 0.001 per share par value(“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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities LLC and & Xxxxx and CompanyIncorporated (“BAML”), LLC on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement hereof and ending 90 days (this the Letter AgreementLock-up Period”) and ending on, but including, the 90th day after the date of the prospectus (the “Prospectus”) relating to the Public Offering (the “Prospectus”) (such period, the “Restricted PeriodPublic Offering Date”), (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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may bebe 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) (collectively, the “Equity Securities”), 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 Equity 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 for or exercise any right with respect to the registration of any Equity Securities, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement; (B) Common Stock acquired in open market transactions on or after the Public Offering Date; (C) transfers of Common Stock as a bona fide gift or gifts; (D) transfers of Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned, or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned; (E) transfers of Common Stock by will or intestate succession upon the death of the undersigned; (F) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers of Common Stock (i) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (ii) as part of a distribution without consideration by the undersigned to stockholders, beneficiaries, partners, members or other equity holders; provided that in the case of any transfer contemplated in clauses (C), (D), (E) or (F) above, each donee, heir, distributee or other transferee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph, and provided, further, that in the case of any transfer contemplated in clauses (B) (C), (D), (E) or (F) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period); (G) the “net” or “cashless” exercise of options to purchase Common Stock or settlement of restricted stock units pursuant to the Company’s equity incentive plans or of warrants to purchase Equity Securities, or the exchange or conversion of any Equity Securities convertible or exchangeable for Common Stock granted pursuant to the Company’s equity incentive plans, in each case which equity incentive plans and warrants are described in the Prospectus, provided that any exercise or settlement does not involve a sale of Equity Securities to any person or entity other than the Company, whether to cover the applicable exercise price, withholding tax obligation or otherwise, provided, further, that the Equity Securities received upon such exercise, settlement, ex-

Appears in 1 contract

Samples: Otonomy, Inc.

Pricing Information Provided Orally by Underwriters. Price per Shareshare: $[●] 37.00 Number of Underwritten Shares: [●] Underwritten Shares plus [●] 10,810,810 Number of Option Shares Shares: 1,621,621 Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation DECIPHERA PHARMACEUTICALS, INC. Pricing Term Sheet None. Exhibit A FORM OF LOCK[Form of Lock-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. up Agreement] X. X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, XXXXXXX & CO. XXXXXXXXX LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and CompanyXxxxx Xxxxxxx & Co. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxx Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Deciphera Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Representatives (“Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationDeciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, $0.00001 0.01 per share par value, of the Company (the “Securities”). Capitalized terms used in this agreement (this “Lock-Up Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, that the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) Lock-Up Agreement and ending on, but including, the 90th day 90 days after the date of the final prospectus supplement 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, $0.00001 0.01 per share par value, 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 bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Undersigned’s Shares”), 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 Undersigned’s Shares, 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: Deciphera Pharmaceuticals, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]Key information included in script that will be used by Underwriters to confirm sales to be set out] Annex C Twist Bioscience Corporation Pricing Term Sheet None. B-1 Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP, U.S. Counsel to the Company and the Selling Shareholder Annex B-2 Form of Opinion of Loyens & Loeff, Dutch Counsel to the Company and the Selling Shareholder -32- Annex B-3 Form of Opinion of Maisto e Associati, Italian Counsel to the Company and the Selling Shareholder -33- Annex B-4 Form of Opinion of Internal Counsel of the Company -34- Annex B-5 Matters covered by Opinion of Cravath, Swaine & Xxxxx LLP, counsel for the Underwriters Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [●], 2019 X.X. XXXXXX SECURITIES 2015 UBS Securities LLC XXXXX AND COMPANY0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, LLC EVERCORE GROUP L.L.C. XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Ferrari N.V. --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into (a) an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationFerrari N.V., a Delaware corporation public company with limited liability incorporated under the laws of the Netherlands (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the common stockshares, $0.00001 nominal value € 0.01 per share par valueshare, of the Company (the “SecuritiesCommon Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Shares , and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of [the UnderwritersRepresentatives], the undersigned will not, during the period beginning on (the date of this letter agreement (this Letter AgreementLock-Up Period”) and ending on, but including, the 90th day 90 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, $0.00001 per share par value, of the Company (the “Common Stock”) Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including without limitation, Common Stock Shares or such other securities which may bebe 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 -36- 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, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares, in each case other than (A) (i) transfers of Common Shares as a bona fide gift or gifts, (ii) if the undersigned is a natural person, transfers of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent, (iii) if the undersigned is a natural person, transfers of Common Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, and (iv) if the undersigned is a natural person, transfers of Common Shares to any partnership or limited liability company controlled by the undersigned or the immediate family of the undersigned and (B) distributions of Common Shares to members or shareholders of the undersigned; provided that in the case of any such transfer or distribution pursuant to clause (A) or (B), each donee, trustee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any such permitted transfer or distribution, no filing by any party (donor, donee, trustee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. If the undersigned is an officer or director of the Company, (1) [the Representatives] on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Shares, [the Representatives] on behalf of the Underwriters will notify the Company of the impending release or waiver, and (2) 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. Any release or waiver granted by [the Representatives] on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (A) the release or waiver is effected solely to permit a transfer not for consideration and (B) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF DIRECTOR, OFFICER OR SHAREHOLDER] By: Name: Title: Exhibit B FORM OF PRESS RELEASE Ferrari N.V. [Date] Ferrari N.V. (the “Company”) announced today that [UBS Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated], the lead book-running managers in the Company’s recent public sale of common shares, are [waiving] [releasing] a lock-up restriction with respect to of the Company’s common shares 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.

Appears in 1 contract

Samples: New Business Netherlands N.V.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] 110.00 Number of Shares: [●] 2,802,272 Underwritten Shares (with 2,727,272 shares sold by the Company and 75,000 shares sold by the Selling Stockholders) plus [●] 409,090 Option Shares (all to be sold by the Company) Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] None. Form Final Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A Written Testing-the-Waters Authorization , 2020 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: “Testing the Waters” Authorization Ladies and Gentlemen, In reliance on Rule 163B of the Securities Act of 1933, as amended (the “Act”), Twist Bioscience Corporation, a Delaware corporation (the “Issuer”), hereby authorizes X. X. Xxxxxx Securities LLC (“X. X. Xxxxxx”), Xxxxxxx Xxxxx & Co. LLC (“Goldman”), Xxxxx and Company, LLC (“Cowen”) and Evercore Group L.L.C. (“Evercore”) and their affiliates and respective employees (“Authorized Persons”) 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”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated securities offering (“Testing the Waters Communications”). As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer or X. X. Xxxxxx, Xxxxxxx, Xxxxx and Evercore, neither the Issuer nor any Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and/or any customary legal or regulatory legends or disclaimers. Nothing in this authorization is intended to limit or otherwise affect the ability of Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization. This authorization shall remain in effect until the Issuer has provided to X. X. Xxxxxx, Xxxxxxx, Xxxxx and Evercore a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxx Xxxxx at xxxxx.xxxxx@xxxxxxxx.xxx, Xxxxxxxx Xxxxxxx at xxxxxxxx.xxxxxxx@xx.xxx, with a copy to Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxx.xxxxxxxx@xxxxx.xxx, with a copy to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxx.xxx, and Xxxxx Xxxxxxx at xxxxx.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Xxxx at xxxxxx.xxxx@xxxxxxxx.xxx. Sincerely, TWIST BIOSCIENCE CORPORATION By: Name: Xxxxx X. Leproust Title: President and Chief Executive Officer Date: Exhibit B FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 2020 X.X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value, of the Company (the “SecuritiesCommon Stock”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day after the date of the final prospectus supplement 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, $0.00001 per share par value, 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 bebe 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, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares, 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 for or exercise any right with respect to the registration of any Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Twist Bioscience Corp

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Pricing Information Provided Orally by Underwriters. Public Offering Price per Per Share: $[●[ 🌑 ] Number of Underwritten Shares Purchased by the Underwriters: [ 🌑 ] Number of Option Shares: [●[ 🌑 ] Underwritten Shares plus [●] Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation Company Presentation, dated [April 2019]] October 14, 2018 Company Presentation, dated October 17, 2018 Company Presentation, dated October 23, 2018 Company Presentation, dated October 29, 2018 Company Presentation, dated December 3, 2018 Company Presentation, dated December 18, 2018 Company Presentation, dated January 4, 2019 Annex C Twist Bioscience Corporation Pricing Term Sheet NoneKaleido Biosciences, Inc. [ 🌑 ] Shares of Common Stock Issuer: Kaleido Biosciences, Inc. Symbol: [ 🌑 ] Size (Pre-Greenshoe): $[ 🌑 ] Total Underwritten Shares Offered by Issuer: [ 🌑 ] shares of common stock Option Shares Offered by Issuer: [ 🌑 ] shares of common stock Price to Public: $[ 🌑 ] Trade Date: [ 🌑 ], 2019 Closing Date: [ 🌑 ], 2019 CUSIP No: [ 🌑 ] Underwriters: Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Canaccord Genuity LLC Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Kaleido Biosciences, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Sachs, & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC (collectively, the “Bookrunners”) and each of their respective employees and affiliates and each of their respective affiliates’ 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”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public 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 Bookrunners, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Bookrunners 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 Xxxxxxx Xxxxx, & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC. 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 the Bookrunners 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 the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of the Bookrunners and each of their respective employees and affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xx.xxx; Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx and Xxxxx Xxxxx at xxxxx.xxxxx@xxxxxxxxxxxxx.xxx. Exhibit A B [Form of Waiver of Lock-up] Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Kaleido Biosciences, Inc. Public Offering of Common Stock , 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Kaleido Biosciences, Inc. (the “Company”) of [ 🌑 ] shares of common stock, $0.001 par value (the “Common Stock”), of the Company and the lock-up agreement dated , 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Common Stock (the “Shares”). The Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, XXXXXXX SACHS & CO. LLC By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: XXXXXX XXXXXXX & CO. LLC By: Name: Title: cc: Kaleido Biosciences, Inc. Exhibit C [Form of Press Release] Kaleido Biosciences, Inc. [Date] Kaleido Biosciences, Inc. (the “Company”) announced today that Xxxxxxx Sachs & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, the lead book-running managers in the Company’s recent public sale of [ 🌑 ] 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 D-1 FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT FOR STOCKHOLDER ENTITIES AFFILIATED WITH FLAGSHIP PIONEERING, INC. ___________________, 2019 Xxxxxxx Sachs & Co. LLC X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXX AND COMPANY, Xxxxxx Xxxxxxx & Co. LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, Morgan Xxxxxxx & Co. LLC 000 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxx Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Kaleido Biosciences, Inc. - Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value, of the Company (the “Securities”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 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, $0.00001 per share par value, 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:

Appears in 1 contract

Samples: Underwriting Agreement (Kaleido Biosciences, Inc.)

Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 6,900,000 Price per Shareto Public: $[●] Number 43.50 per share Underwriting Discounts and Commissions: $2.175 per share Annex D Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of Shares: [●] Underwritten Shares plus [●] Option Shares Annex B Written TestingThe Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-the-Waters Communications Skipping Trust [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES 2015 Leerink Partners LLC XXXXX AND COMPANYXxxxx and Company, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X.X. Leerink Partners LLC 0000 Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Intra-Cellular Therapies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationIntra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 0.0001 per share par value, value (the “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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 60 days after the date of the final 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] The public offering price is, as to each investor, the price paid by such investor. Number of Sharesshares: [●] Underwritten 1,449,303 Shares plus [●] Option Shares Annex A-1 Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] None Annex C Twist Bioscience Corporation Pricing Term Sheet None. B-1 Annex C-1 Form of Opinion of Counsel for the Company and Hxxxxxxx Xxxx Annex C-2 Form of Opinion of Counsel For The Selling Stockholder Annex C-2-1 Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT LOCK-UP AGREEMENT Up Agreement March 11, 2019 X.X. XXXXXX SECURITIES J.X. Xxxxxx Securities LLC XXXXX AND COMPANY, Gxxxxxx Sxxxx & Co. LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. J.X. Xxxxxx Securities LLC 000 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, Gxxxxxx Sxxxx & Co. LLC 000 Xxxxxxxxx 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxx Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Hxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that youJ.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. LLC, as Representatives representatives of the several UnderwritersUnderwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationHxxxxxxx Xxxx Incorporated, a Delaware corporation (the “Company”), Hxxxxxxx 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 several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockClass A Common Stock, par value $0.00001 0.001 per share par valueshare, 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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 90 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: Letter Agreement (Hamilton Lane INC)

Pricing Information Provided Orally by Underwriters. Price Public offering price per Share: $[●] Number of Underwritten Shares: [●] Underwritten Shares plus Number of Option Shares: [●] Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] A Annex B-1 Form of Opinion of Xxxx Xxxxxxx & Xxxxxx LLP for the Company Annex B-1 Annex B-2 Form of 10b-5 Statement of Xxxx Xxxxxxx & Xxxxxx LLP for the Company Annex B-2 Annex C Twist Bioscience Corporation Pricing Term Sheet None. Form of Opinion of Counsel for the Selling Stockholders Annex C Annex D Form of Opinion of Counsel for CCMP Capital Investors (Cayman) II, L.P. Annex D Annex E Form of Opinion of Pennsylvania Counsel to the Company Annex E Annex F Form of Opinion of General Counsel of the Company Annex F Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT [●], 2019 2016 X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXX AND COMPANYXxxxxxxxx LLC Xxxxxxx Lynch, LLC EVERCORE GROUP L.L.C. Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Companyx Xxxxxxxxx LLC, LLC 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Ollie’s Bargain Outlet Holdings, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationOllie’s Bargain Outlet Holdings, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the common stock, $0.00001 per share par value, 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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx and Company, LLC Incorporated Exhibit A on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 90 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, $0.00001 0.001 per share par value, 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 bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to (A) the Securities to be sold by the under-signed pursuant to the Underwriting Agreement, (B) transactions relating to shares of Common Stock or other securities that the undersigned may purchase in open market transactions after the completion of the Public Offering, (C) the exercise of stock options, including through a “net” or “cashless” exercise, granted pursuant to any of the Company’s equity incentive plans in effect at the time of the Public Offering, provided that the foregoing paragraph shall apply to any securities issued upon such exercise, (D) forfeitures of shares of Common Stock to the Company during the 90-day period referred to above to satisfy tax withholding requirements upon the vesting of equity-based awards granted under an equity incentive plan in effect at the time of the Public Offering, (E) transfers of shares of Common Stock as a bona fide gift or gifts, (F) distributions or transfers of shares of Common Stock to subsidiaries, limited or general partners, members, stockholders or affiliates of the undersigned, (G) transfers of shares of Common Stock to any immediate family member, trusts for the direct or indirect benefit of the undersigned or the immediate family members of the undersigned or any of their successors upon death, or any partnerships or limited liability company, the partners or members of which consist of the undersigned and/or immediate family members or other dependent of the undersigned, and in each case such transfer does not involve a disposition for value (for purposes of this Letter Agreement, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin), (H) transfers of shares of Common Stock by operation of law pursuant to a qualified domestic order or upon death by will or intestacy, or (I) transfers of shares of Common Stock not to exceed an aggregate of 100,000 shares of Common Stock sold by the undersigned and any other executive officers and directors of the Company who are not Selling Stockholders; provided that in the case of any transfer or distribution pursuant to clauses (E) through (H) above, each donee, distributee or transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; provided, further, that in the case of any transfer or distribution pursuant to clauses (B) and (E) through (H) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above) or other public announcement reporting a reduction in beneficial ownership of Securities shall be required or shall be made voluntarily in connection with such transfer Exhibit A or distribution; and provided, further, that in the case of any transfer pursuant to clauses (C) or (D) above, if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the 90-day period referred to above, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax obligations of the undersigned in connection with such exercise. In addition, the foregoing paragraph shall not apply to the establishment of a trading plan by the undersigned pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day period referred to above and no filing under the Exchange Act (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above) or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such plan until after the expiration of the 90-day restricted period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if (1) the Company files an application with the Commission to withdraw the registration statement relating to the Public Offering, (2) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, (3) the Representatives, on behalf of the Underwriters, advise the Company and the Selling Stockholders, or the Company and the Selling Stockholders advise the Representatives, in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering or (4) the closing of the Public Offering shall not have occurred on or before April 5, 2016, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Exhibit A Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Appears in 1 contract

Samples: Ollie's Bargain Outlet Holdings, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] 28.00 Number of Shares: [●] 4,642,857 Underwritten Shares plus [●] 696,428 Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 2020 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value, of the Company (the “Securities”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day after the date of the final prospectus supplement 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, $0.00001 per share par value, 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 bebe 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, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares, 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 for or exercise any right with respect to the registration of any Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Twist Bioscience Corp

Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 4,750,000 Price per Shareto Public: $[●] Number of Shares24.00 per share Underwriting Discounts and Commissions: [●] Underwritten Shares plus [●] Option Shares Annex B $1.44 per share ANNEX D Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES 2015 Leerink Partners LLC XXXXX AND COMPANYXxxxx and Company, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X.X. Leerink Partners LLC 0000 Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation Intra-Cellular Therapies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationIntra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 0.0001 per share par value, value (the “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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day 90 days after the date of the final 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, $0.00001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may bebe deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) 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 for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

Pricing Information Provided Orally by Underwriters. Price The number of Shares to be sold is 2,000,000. The public offering price per Share: share is $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares 295.00. Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation SolarEdge Technologies, Inc. Pricing Term Sheet NoneNone Annex C Officers and Directors to Sign Lock-Up Agreements • Zxx Xxxxx, Chef Executive Officer; • Rxxxx Xxxxx, Chief Financial Officer; • Yxxx Xxxxx, Vice President Research and Development; • Rxxxxx Xxxxxxxxxxx, Vice President, General Counsel and Corporate Secretary; • Mxxx Xxxxx, Chief Product Officer; • Uxx Xxxxxx, Chief Operations Officer; • Nxxxx Xxxxxx, chairman of the board of directors; • Yxxx Xxxxxxxx, director; • Mxxxxx Xxxx, director; • Dxxxx Xxxxx, director; • Axxxx More, director; • Txx Xxxxx, director; and • Bxxxx Xxxxxx, director. Exhibit A EXECUTION VERSION FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT ___________, 2019 X.X. 2022 GXXXXXX SXXXX & CO. LLC J.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, MXXXXX SXXXXXX & CO. LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Goldman Sachs & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 c/o J.X. Xxxxxx Securities LLC 000 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, Morgan Sxxxxxx & Co. LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx 1000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — SOLAREDGE TECHNOLOGIES, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives of the several UnderwritersUnderwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience CorporationSolarEdge Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par valueCommon Stock (as defined below), 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 Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on ending 60 days (the date of this letter agreement (this Letter AgreementLock-Up Period”) and ending on, but including, the 90th day after the date of the final 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.00001 0.0001 per share par value, 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 bebe 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) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The restrictions imposed by this letter agreement (this “Lock-Up Agreement”) shall not apply to the transfer or disposition of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock: (1) in transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering, provided that no filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement, shall be required or shall be made voluntarily during the Lock-Up Period; (2) as a bona fide gift or charitable contribution; (3) pursuant to a will, other testamentary document or applicable laws of descent or otherwise by way of testate or intestate succession, or pursuant to a domestic relations, settlement or similar order; (4) to any member or members of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), including to partnerships or limited liability companies for the benefit of such persons; (5) to any trust or other estate planning vehicle for the direct or indirect benefit of the undersigned or any member or members of the immediate family of the undersigned in a transaction not involving a disposition for value; (6) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (7) to any investment fund or other entity controlled or managed by the undersigned; (8) in connection with the repurchase of Common Stock by the Company in connection with termination of the undersigned’s employment with the Company; (9) pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that was in effect as of, and only shares scheduled for sale thereunder on, the date hereof; (10) any sale or other disposition of shares of Common Stock to the Company to the extent necessary to permit the undersigned to pay to the Company the exercise price and/or tax withholding obligation due upon the exercise and/or vesting of any award granted under the Company Stock Plans, provided, however, that the foregoing is limited to any award that vests or expires during the Lock-Up Period and provided further, that any securities received upon such exercise shall be subject to this Lock-Up Agreement; or (11) pursuant to a “change of control” transaction (as defined below) of the Company that, in each case, has been approved by the board of directors of the Company, provided that in the event that such transaction is not completed, the Common Stock held by the undersigned shall remain subject to the provisions of this Lock-Up Agreement (for purposes of this clause (11), “change of control” transaction shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than any person or group of persons who currently control the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company); provided that, (v) with respect to transfers or dispositions pursuant to clauses (2), (3), (4), (5), (6) and (7), the transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter substantially in the form hereof; (w) with respect to transfers or dispositions pursuant to clauses (1), (2), (3), (4), (5), (6) and (7), no filing under Section 16(a) of the Exchange Act by any party (donor, donee, transferor or transferee) or public announcement reporting a reduction in beneficial ownership of shares of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or distribution during the Lock-Up Period; (x) with respect to any repurchase of Common Stock of the undersigned by the Company pursuant to clause (8) above in connection with the termination of the undersigned’s employment with the Company, any Common Stock of the undersigned not so repurchased by the Company and other securities subject to the terms of this Lock-Up Agreement continue to be subject to the terms of this Lock-Up Agreement and, provided further, that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such repurchase by the Company (other than, if required, a Section 16 filing, which filing, if filed during the Lock-Up Period, shall indicate that such filing relates to a repurchase of Common Stock by the Company in connection with the termination of the undersigned’s employment with the Company and that any shares of Common Stock and other securities subject to the Lock-Up Agreement that continue to be held by the undersigned remain subject to the terms of the Lock-Up Agreement); (y) with respect to any sale or disposition of Common Stock pursuant to clause (9), that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such repurchase by the Company (other than, if required, a Section 16 filing, which filing, if filed during the Lock-Up Period, shall indicate that such transaction was effected pursuant to a 10b5-1 Plan); and (z) with respect to any sale or disposition of Common Stock pursuant to clause (10), no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such repurchase by the Company (other than, if required, a Section 16 filing, which filing, if filed during the Lock-Up Period, shall indicate that such sale or other disposition was made to the Company to permit the undersigned to pay to the Company the exercise price and/or tax withholding obligation due upon the exercise and/or vesting of an award granted under a Company Stock Plan). For the avoidance of doubt, the restrictions set forth in this Lock-Up Agreement shall not preclude the undersigned from assisting the Company in the filing by the Company of a registration statement by the Company on Form S-8 in the ordinary course of the undersigned’s responsibilities if the undersigned is an officer, director or employee of the Company; provided, however, that, for the further avoidance of doubt, any such registration statement on Form S-8 shall be solely for the purpose of registering issuances of securities by the Company pursuant to the Company Stock Plans and the filing by the Company of such registration statement shall be in accordance with the Underwriting Agreement. Notwithstanding anything to the contrary herein, the undersigned shall be permitted to establish a 10b5-1 Plan for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period, and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period. Furthermore, notwithstanding the restrictions imposed by this Lock-Up Agreement, the undersigned may, without the prior written consent of the Representatives, exercise any option, warrant, restricted stock unit, restricted stock or other equity-based award, including stock appreciation rights, (each, an “Award”) granted pursuant to the Company Stock Plans; provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement and that no filing under the Exchange Act shall be required or shall be voluntarily made in connection with such exercise (other than, in connection with an Award exercise pursuant to this paragraph, a Section 16 filing with respect to the Company under the Exchange Act, provided, however, that if such filing is filed during the Lock-Up Period, such filing (A) shall not report, except as otherwise permitted by this Lock-Up Agreement, any reduction in beneficial ownership of Common Stock in connection with such Award exercise and (B) shall indicate, except as otherwise permitted by this Lock-Up Agreement, that such filing relates to an exercise of Awards, that no shares of Common Stock are being sold or otherwise disposed by the undersigned in connection therewith and that the shares of Common Stock received by the undersigned upon such Award exercise are subject to the terms of the Lock-Up Agreement). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Lock-Up Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation. The undersigned understands that, if the Underwriting Agreement does not become effective by April 15, 2022, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title:

Appears in 1 contract

Samples: Solaredge Technologies, Inc.

Pricing Information Provided Orally by Underwriters. [Underwritten Shares: [ ] Option Shares: [ ] Public Offering Price per Per Share: $[●[ ]] Number Annex B-1 Form of Shares: [●] Underwritten Shares plus [●] Option Shares Opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. Annex B B-2 Form of IP Opinion Annex C Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] None. Annex C Twist Bioscience Corporation D NantKwest, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES 2015 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. Xxxxxxxxx LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. Xxxxx Xxxxxxx & Co. As Representatives of the several Several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Merrill Lynch, Pierce, Xxxxxx Securities & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 RE: NantKwest, Inc. (the “Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering ”) Ladies and & Gentlemen: The undersigned understands that youis an owner of shares of Class A common stock, as Representatives par value $0.0001 per share, of the several UnderwritersCompany (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxx Lynch, propose to enter Pierce, Xxxxxx & Xxxxx Incorporated (“Merrill”), Citigroup Global Markets Inc., Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. will act as the representatives (the “Representatives”) of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 Company with respect to the Underwriting Agreement (Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the “Underwriters”), body of common stock, $0.00001 per share par value, this agreement. Those definitions are a part of the Company (the “Securities”)this agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securitiesforegoing, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of X.X. Xxxxxx Merrill, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any Shares or Related Securities LLC and Xxxxx and Companycurrently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, LLC on behalf • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the Underwritersoffer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to: (i) the transfer of Shares or Related Securities by gift, (ii) the transfer of Shares or Related Securities by will or other testamentary document intestate succession to a legal representative, heir or beneficiary, (iii) the transfer of Shares or Related Securities to a trust whose beneficiaries consist exclusively of one or more of the undersigned will notand/or a Family Member, during (iv) the period beginning on transfer of Shares or Related Securities that occurs by operation of law pursuant to a court order or settlement agreement related to the date distribution of assets in connection with the dissolution of a marriage or civil union, (v) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or any Family Member of the undersigned, provided that any such transfer or distribution shall not involve a disposition for value, (vi) distributions of the undersigned’s Shares or Related Securities to partners, members, stockholders or trust beneficiaries of the undersigned, provided that any such distribution shall not involve a disposition for value, and (vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, provided that any such transfer shall not involve a disposition for value; provided, however, that in any such case in this paragraph, it shall be a condition to such transfer that: • each transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (this “Letter Agreement”as if such transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) and ending onshall be required, but includingor made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer, except in the case of (iv) above, in which case such transfer may be reported in a public disclosure or filing under the Exchange Act or otherwise that is required to be made during the Lock-up Period as a result of such transfer which includes a statement that such transfer has occurred by operation of law. If the undersigned is an officer or director of the Company, the 90th day after undersigned further agrees that the date foregoing provisions shall be equally applicable to any Company-directed Shares the undersigned may purchase or otherwise receive in the Offering (including pursuant to a directed share program). Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) cash exercise an option to purchase Shares granted under any equity incentive plan or stock purchase plan of the Company disclosed in the final prospectus relating related to the Public Offering (the “Prospectus”), provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (x) there are no sales under such periodplan during the Lock-up Period and (y) the entry into such plan is not publicly disclosed, including in any filing under the Exchange Act, during the Lock-up Period, (iii) transfer or dispose of Shares acquired on the open market following the Offering, (iv) transfer Shares or Related Securities (A) to the Company as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards pursuant to the Company’s equity incentive plan or outstanding warrants by the undersigned, and disclosed in Prospectus, provided that any Shares acquired in connection with such vesting or exercise of equity awards or warrants described in this clause (A) shall be subject to the restrictions set forth in this letter agreement, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to the Company’s equity incentive plan or outstanding warrants disclosed in Prospectus, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause (B) shall be subject to the restrictions set forth in this letter agreement, (C) pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a Change of Control of the Company (including, without limitation, the “Restricted Period”)entering into any lock-up, (1) offer, pledgevoting or similar agreement pursuant to which the undersigned may agree to transfer, sell, contract to sell, sell any option tender or contract to purchase, purchase any option otherwise dispose of common stock or contract to sell, grant any option, right or warrant to purchaseother such securities in connection with such transaction, or otherwise vote any common stock or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter agreement, or (D) that may be deemed to have occurred as a result of the cash exercise of warrants, provided that any the Shares issued upon exercise of such warrants shall continue to be subject to the restrictions on transfer set forth in this letter agreement; provided that, in the case of a transfer pursuant to clause (iii) above, no public disclosure or dispose offiling under the Exchange Act by any party to the transfer shall be required, or made voluntarily, during the Lock-up Period, and provided further that, in the case of a transfer pursuant to clauses (iv)(A) or (iv)(B) above, no filing under the Exchange Act, reporting a reduction in beneficial ownership shall be required or shall be voluntarily made during the Lock-up Period. If the undersigned is an officer or director of the Company, (i) Merrill agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, Merrill will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending release or waiver by press release through a major news service or, if consented to by Merrill, in a registration statement that is publicly filed in connection with a secondary offering of Shares at least two business days before the effective date of the release or waiver. Any release or waiver granted by Merrill hereunder to any such officer or director shall only be effective two business days after the publication date of such press release or registration statement. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any shares such action. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of Common Stockwhich are subject to negotiation between the Company and the underwriters. The undersigned hereby represents and warrants that the undersigned has full power, $0.00001 per share par valuecapacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. If (i) the Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) the “Common Stock”Underwriting Agreement is not executed before October 31, 2015 (provided that the Company may by written notice to the undersigned prior to October 31, 2015 extend such date for a period of up to an additional three months), or (iii) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for and delivery of the Firm Shares, then in each case, this letter agreement shall automatically, and without any securities convertible into action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically be released from the obligations under this letter agreement. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may beon behalf of an entity) Certain Defined Terms

Appears in 1 contract

Samples: NantKwest, Inc.

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] 33.00 Number of Shares: [●] 3,030,303 Underwritten Shares plus [●] 454,545 Option Shares Execution Form Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Company presentation used in meetings with potential investors on June 3, 2020. Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A Written Testing-the-Waters Authorization , 2020 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: “Testing the Waters” Authorization Ladies and Gentlemen, In reliance on Rule 163B of the Securities Act of 1933, as amended (the “Act”), Twist Bioscience Corporation, a Delaware corporation (the “Issuer”), hereby authorizes X. X. Xxxxxx Securities LLC (“X. X. Xxxxxx”), Xxxxx and Company, LLC (“Cowen”) and Evercore Group L.L.C. (“Evercore”) and their affiliates and respective employees (“Authorized Persons”) 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”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated securities offering (“Testing the Waters Communications”). As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer or X. X. Xxxxxx, Xxxxx and Evercore, neither the Issuer nor any Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and/or any customary legal or regulatory legends or disclaimers. Nothing in this authorization is intended to limit or otherwise affect the ability of Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization. This authorization shall remain in effect until the Issuer has provided to X. X. Xxxxxx, Xxxxx and Evercore a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxx Xxxxx at xxxxx.xxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxx.xxxxxxxx@xxxxx.xxx, with a copy to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxx.xxx, and Xxxxx Xxxxxxx at xxxxx.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Xxxx at xxxxxx.xxxx@xxxxxxxx.xxx. Sincerely, TWIST BIOSCIENCE CORPORATION By: Name: Xxxxx X. Leproust Title: President and Chief Executive Officer Date: Exhibit B FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 2020 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value, of the Company (the “SecuritiesCommon Stock”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day after the date of the final prospectus supplement 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, $0.00001 per share par value, 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 bebe 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, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares, 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 for or exercise any right with respect to the registration of any Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Twist Bioscience Corp

Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number of Underwritten Shares to be sold: 4,188,481 Number of Option Shares: [●] Underwritten Shares plus [●] Option Shares 628,272 Public offering price per share: 9.55 Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. None Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT January [·], 2019 2018 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxxx Xxxxxxx & Co. 000 Xxxx Xxxxxx, 00xx Xxxxxx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: Twist Bioscience Corporation Syros Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemenof Shares of Common Stock Dear Sir or Madam: The undersigned understands that you, as Representatives of This Agreement is being delivered to you in connection with the several Underwriters, propose to enter into an proposed underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporationby and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. (Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., together with X.X. Xxxxxx, the “Representatives”) as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to of shares of the Underwriting Agreement common stock, par value $0.001 per share (the “UnderwritersCommon Stock”), of common stock, $0.00001 per share par value, of the Company (the “Securities”)Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf with each of the Underwriters, the undersigned will notRepresentatives that, during the period beginning on the date of this letter agreement (this “Letter Agreement”) hereof through and ending on, but including, on the 90th date that is the sixtieth (60th) day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx, directly or indirectly, (1i) offer, sell, assign, transfer, 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 indirectlyannounce the intention to otherwise dispose of, any shares of Common StockStock (including, $0.00001 per share par valuewithout 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 the Company 1933, as amended (such shares, the “Common StockBeneficially Owned Shares,” and such act, the “Securities Act) )), or any securities convertible into or exercisable or exchangeable for Common Stock Stock, (including without limitationii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or such other securities which may beconvertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the second paragraph shall not apply to:

Appears in 1 contract

Samples: Underwriting Agreement (Syros Pharmaceuticals, Inc.)

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