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Contract analysis / selling-stockholder-representation-letter.docx
selling-stockholder-representation-letter.docx
1018-00001 · 10 clauses
High · 1 Medium · 2 Standard · 0
Section 1: Identification of Selling Stockholders and Shares
Section 1: Identification of Selling Stockholders and Shares Each of the undersigned Selling Stockholders is identified in the table set forth below, together with such Selling Stockholder's pre-Offering beneficial ownership of shares of Common Stock, the number of base Shares to be sold by such Selling Stockholder in the Offering, the number of Option Shares that may be sold by such Selling Stockholder if the Underw
Section 2: Representations and Warranties of Each Selling Stockholder Medium
⚑ Liability cap to check against exposure
Section 2: Representations and Warranties of Each Selling Stockholder Each of the undersigned Selling Stockholders, severally and not jointly, hereby represents and warrants to the Company and to each of the Underwriters as of the date hereof and as of the Closing Date (October 17, 2023), and, if the over-allotment option is exercised, as of the date of each delivery of Option Shares, as follows: 2.1 Beneficial Owner
Section 3: Power of Attorney and Custody
Section 3: Power of Attorney and Custody Reference is hereby made to the Selling Stockholder Power of Attorney and Custody Agreement executed by each of the undersigned Selling Stockholders concurrently herewith (each, a "POA/Custody Agreement"), pursuant to which each Selling Stockholder has: (a) appointed David Orenstein, General Counsel & Corporate Secretary of the Company, as attorney-in-fact (the "Attorney-in-Fa
Section 4: Appointment of Attorney-in-Fact — Confirmation
Section 4: Appointment of Attorney-in-Fact — Confirmation Each of the undersigned Selling Stockholders hereby confirms that David Orenstein, in his capacity as Attorney-in-Fact, is duly authorized to act on behalf of each Selling Stockholder for the purposes of: (a) executing and delivering the Underwriting Agreement on behalf of each Selling Stockholder; (b) executing and delivering this Selling Stockholder Represen
Section 5: Lock-Up Representations and Agreements
Section 5: Lock-Up Representations and Agreements 5.1 IPO Lock-Up Waivers Each Selling Stockholder represents and warrants that such Selling Stockholder was a party to a lock-up agreement (the "IPO Lock-Up Agreement") entered into in connection with the Company's initial public offering of Common Stock (the "IPO"), which IPO closed on April 17, 2023. Pursuant to the IPO Lock-Up Agreement, each Selling Stockholder agr
Section 6: Tax Representations
Section 6: Tax Representations Each Selling Stockholder represents and warrants that such Selling Stockholder is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes. Each Selling Stockholder has provided, or will timely provide prior to the Closing, a properly completed and executed Internal Revenue Serv
Section 7: ERISA Representations
Section 7: ERISA Representations Each Selling Stockholder represents and warrants that no Selling Stockholder is, and no portion of the assets used by any Selling Stockholder to acquire the shares of Common Stock being sold in the Offering constitutes assets of, (a) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Ti
Section 8: Indemnification High
⚑ Indemnity / guarantee obligation
Section 8: Indemnification Each Selling Stockholder hereby acknowledges and agrees to the indemnification provisions set forth in Section 8 of the Underwriting Agreement, pursuant to which each Selling Stockholder has agreed, severally and not jointly, to indemnify and hold harmless the Company, each Underwriter, and their respective directors, officers, employees, agents, affiliates, and each person who controls the
Section 9: Survival; Reliance
Section 9: Survival; Reliance The representations, warranties, and agreements of each Selling Stockholder contained in this letter shall survive the Closing Date and shall remain in full force and effect regardless of (a) any investigation or statement as to the results thereof made by or on behalf of the Company, any Underwriter, or any person controlling the Company or any Underwriter, (b) acceptance of and payment
Section 10: Miscellaneous Provisions Medium
⚑ Notice / time limit to track
Section 10: Miscellaneous Provisions 10.1 Governing Law This letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 10.2 Counterparts. Th