Extract to table

The Draft Agreement should further specify that any expenses incurred by the Underwriters in connection with the FINRA review in excess of the $350,000 cap shall be the sole responsibility of the Underwriters and shall not be subject to reimbursement by the Company or the Selling Stockholder

The Lock-Up Agreement should permit the locked-up party to establish or adopt a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 during the lock-up period, provided that no sales or other dispositions of shares shall be made under any such plan until after the expiration of the lock-up period

The Lock-Up Agreement should permit the locked-up party to pledge shares to a financial institution as collateral for a bona fide loan or other credit facility, provided that any foreclosure, sale, or other disposition of such pledged shares during the lock-up period shall remain subject to the restrictions of the Lock-Up Agreement

The Lock-Up Agreement should expressly permit transfers that occur by operation of law, including transfers pursuant to a qualified domestic relations order, transfers by reason of death (whether by will, intestate succession, or otherwise), and transfers pursuant to a court order or divorce decree, provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement

To the extent the Underwriters request additional circle-ups beyond the three specified above, the cost and expense of any such additional circle-up shall be borne solely by the Underwriters and shall not be an obligation of the Company

We request that the legal opinion condition be revised to specify that the opinions delivered pursuant to the foregoing shall be "in form and substance reasonably satisfactory to the Underwriters" rather than merely "satisfactory" to the Underwriters