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Contract analysis / lock-up-waiver-request-broadmark.docx
lock-up-waiver-request-broadmark.docx
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Medium · 1
Standard · 2
I. Background — The IPO and the Lock-Up Agreements
Standard
⚑ Commercial term
I. Background — The IPO and the Lock-Up Agreements On April 17, 2023, the Company completed its IPO of 24,000,000 shares of Common Stock at a public offering price of $22.00 per share, raising aggregate gross proceeds of approximately $528,000,000 (before deducting underwriting discounts and commissions and other offering expenses). The IPO was conducted pursuant to a registration statement on Form S-1 (File No. 333-
II. Description of the Proposed Secondary Offering
Standard
⚑ Commercial term
II. Description of the Proposed Secondary Offering The Company's founding family — specifically, Dr. Elena Castellano, Dr. Riccardo Castellano, Dr. Marco Castellano, and Castellano Family Holdings LLC (collectively, the "Castellano Family" or the "Selling Stockholders") — proposes to sell an aggregate of 6,250,000 shares of Common Stock in the Secondary Offering. Based on the current trading price of the Common Stock
III. Identification of Selling Stockholders and Shares Subject to Lock-Up Waiver
III. Identification of Selling Stockholders and Shares Subject to Lock-Up Waiver The Company requests that the lock-up restrictions under the Lock-Up Agreements be released with respect solely to the following Lock-Up Parties and shares, to the extent necessary to permit the consummation of the Secondary Offering: Table 1: Selling Stockholders and Shares Subject to Requested Lock-Up Waiver For informational purposes,
IV. Scope of the Requested Waiver
IV. Scope of the Requested Waiver The Company requests that the lock-up waiver become effective as of October 12, 2023, solely to permit the Selling Stockholders identified above to sell shares of Common Stock in the Secondary Offering, including any shares subject to the Over-Allotment Option. This requested early release date is two (2) calendar days prior to the natural expiration of the Lock-Up Period on October
V. Advance Notice Provision
Medium
⚑ Notice / time limit to track
V. Advance Notice Provision The Company acknowledges that Section 3(b) of the Lock-Up Agreements contains a customary provision requiring that any waiver or release of the lock-up restrictions be subject to no fewer than fourteen (14) calendar days' advance written notice to the Company and the affected Lock-Up Parties prior to the effectiveness of such waiver or release (the "Advance Notice Requirement"). The purpos
VI. New Lock-Up Agreements in Connection with the Secondary Offering
VI. New Lock-Up Agreements in Connection with the Secondary Offering In connection with the Secondary Offering, and in order to provide the market with continued assurance regarding orderly trading in the Company's Common Stock, each of the Selling Stockholders has agreed to enter into new lock-up agreements (the "Secondary Offering Lock-Up Agreements") with the underwriters of the Secondary Offering. Pursuant to the
VII. Consent of Other IPO Underwriters
VII. Consent of Other IPO Underwriters As noted above, the effectiveness of the requested lock-up waiver is conditioned upon the prior written consent of all three IPO Underwriters. Identical lock-up waiver request letters, each dated September 18, 2023, have been sent concurrently to the following: (a) Ridgeline Securities LLC Attn: Jonathan Pryce-Hall, Managing Director 383 Madison Avenue New York, NY 10017 (b) Mor
VIII. Form of Consent and Requested Response Date
VIII. Form of Consent and Requested Response Date The Company respectfully requests that Broadmark evidence its consent to the early release of lock-up restrictions as described herein by executing and returning the enclosed Form of Lock-Up Waiver Consent Letter (attached hereto as Enclosure 1). The executed consent may be returned by hand delivery, overnight courier, facsimile, or email (in PDF format) to the Compan
IX. Contact Information
IX. Contact Information Any questions regarding this request may be directed to the Company's outside counsel: Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, NY 10006 Attn: Jennifer Kwon, Partner (Responsible Partner) Telephone: (212) 558-4000 Email: kwonj@calderwoodharkness.com Attn: Audrey Zhou, Senior Associate (Lead Associate) Telephone: (212) 558-4127 Email: zhoua@calderwoodharkness.com Altern