i. underwriting agreements

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I. UNDERWRITING AGREEMENTS Exhibits – Lockup Agreements (cont’d) • Certain carveouts are highly negotiated while others are standard, such as: • Bona fide gifts or transfers to trusts for the benefit of the lockup signee or his/her family • Transfers by will or intestate succession • Transfers to affiliates • Transfers to the company to satisfy the exercise price and/or tax withholding obligations upon exercise of currently outstanding stock options • Insider sales are transparent to the market due to Form 4’s/5’s being filed with the SEC • Lockup arrangements, including negotiated carveouts, will be described in the <strong>underwriting</strong> section of the prospectus 16
I. UNDERWRITING AGREEMENTS Exhibits – Lockup Agreements (cont’d) • “Booster shot” extension – provides that if the company issues an earnings release or announces material news toward the end of the lockup period or anticipates that it will do so just after the lockup period expires, the lockup period will automatically extend for an additional couple of weeks • FINRA rules prohibit the underwriters of an offering from publishing research during the 15 days before or after the expiration or waiver of a lockup, with certain exceptions • By extending the lockup period, the booster shot extension allows the research departments of the participating underwriters to publish upon an earnings release or other material news announcements without violating the FINRA rule • Lead bookrunners will have the right to waive or terminate lockup restrictions 17
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Page 19 and 20: II. THE FINRA REVIEW PROCESS Exhibi
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Page 23 and 24: II. THE FINRA REVIEW PROCESS Lockup
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i. underwriting agreements

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