i. underwriting agreements

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I. UNDERWRITING AGREEMENTS Exhibits – Lockup Agreements (cont’d) • Lead bookrunners will have the right to waive or terminate lockup restrictions • Requires coordination with other syndicate members to ensure no research issues under booster shot rule • FINRA Rule 5131 – lockup <strong>agreements</strong> of officers and directors must provide that lockup restrictions also apply to any issuer-directed shares acquired by officers and directors • If any waiver is granted, the lead manager will notify the issuer at least two business days before the release and issue, or have the company issue, a press release • Exception for release solely to permit transfers without consideration where the transferee agrees in writing to be bound by the same lockup terms 18
II. THE FINRA REVIEW PROCESS Exhibits – Opinions • External counsels of the issuer and the underwriters will deliver opinions and negative assurance statements on the disclosure • Counsels for any selling shareholders will also deliver a limited set of opinions • Negotiated in tandem with the <strong>underwriting</strong> agreement • If the issuer is not a New York or Delaware incorporated entity, there may be separate opinions being delivered by a local counsel or an internal general counsel at the issuer • If there is substantial disclosure regarding regulatory matters or intellectual property, there may be separate opinions delivered by special counsel on those issues 19
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