FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / form-of-lock-up-agreement.docx
form-of-lock-up-agreement.docx · 1010-00002

Parties

Arbor Health Technologies Inc
No Inc
Stock Inc
Equity Inc

Dates

February 8, 2024
August 6, 2024

Amounts

$0.001

Obligations

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Undersigned hereby agrees as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Common Stock" means the common stock, par value $0
For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin
Any such Transfer pursuant to this Section 3(a) shall be subject to the following conditions: (1) each donee, distributee, transferee, or other recipient shall execute and deliver to the Representative a lock-up agreement in the form of this Agreement (or a joinder agreement substantially in the form of Exhibit A attached hereto), agreeing to be bound by the restrictions set forth herein for the remainder of the Lock-Up Period; (2) no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such Transfer during the Lock-Up Period; provided, however, that (x) a filing on Form 5 made after the expiration of the Lock-Up Period shall be permitted, and (y) if a filing on Form 4 is required to be filed during the Lock-Up Period, such filing shall include a footnote stating that the Transfer is being made for estate planning purposes and that no consideration was received by the Undersigned in connection therewith; and (3) no such Transfer shall involve a disposition for value, and no consideration (including any change in beneficial ownership for purposes of Section 16 of the Exchange Act) shall be received by the Undersigned in connection with such Transfer
Section 3(b): Pre-Existing Rule 10b5-1 Trading Plans The Undersigned may sell shares of Common Stock pursuant to a trading plan established prior to the date of this Agreement that is intended to comply with, and satisfies the conditions of, Rule 10b5-1 under the Exchange Act (a "Pre-Existing 10b5-1 Plan"), provided that: (i) such Pre-Existing 10b5-1 Plan was disclosed in the Registration Statement or the Final Prospectus, including the material terms thereof; (ii) any required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the sale of shares pursuant to a pre-existing trading plan intended to satisfy the conditions of Rule 10b5-1 under the Exchange Act and shall identify the date on which such plan was adopted; and (iii) no public announcement or voluntary filing regarding such sales shall be made by or on behalf of the Undersigned during the Lock-Up Period other than filings required by applicable law or regulation
Section 3(c): Open Market Post-IPO Acquisitions The restrictions set forth in Section 2 shall not apply to shares of Common Stock acquired by the Undersigned in the open market after the completion of the Offering (i
This exception is subject to the following condition: No filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such subsequent open market acquisition during the Lock-Up Period