Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / lock-up-waiver-consent-morningstar-sachs.docx
lock-up-waiver-consent-morningstar-sachs.docx
Parties
Penterra Pharmaceuticals Corp
Harkness LLP
Garza LLP
Ridgeline Securities LLC
Broadmark Capital Inc
Harborview Partners LLC
Castellano Family Holdings LLC
Dates
September 29, 2023
April 17, 2023
October 14, 2023
September 18, 2023
August 22, 2023
October 12, 2023
October 17, 2023
January 15, 2024
Amounts
$0.001
Obligations
This waiver of the notice requirement is limited solely to the consent set forth in this letter and shall not be deemed a waiver of the notice requirement with respect to any other waiver or release of lock-up restrictions that may be requested in the future
The consent set forth in this letter is expressly conditioned upon the satisfaction of each of the following conditions: (a) Each of the Selling Stockholders shall have entered into new lock-up agreements (the "Secondary Offering Lock-Up Agreements") in connection with the Secondary Offering, in form and substance reasonably satisfactory to the representatives of the underwriters in the Secondary Offering, restricting the sale, transfer, or other disposition of all shares of PPC common stock and related securities retained by each such Selling Stockholder following the consummation of the Secondary Offering for a period of 90 calendar days from the closing date of the Secondary Offering (expected to be October 17, 2023), with such 90-day lock-up period expiring on or about January 15, 2024, and such Secondary Offering Lock-Up Agreements shall be in favor of, and enforceable by, the representatives of the underwriters in the Secondary Offering; (b) Morningstar Zanthor shall have received written confirmation that each of Ridgeline Securities LLC and Broadmark Capital Inc
has delivered corresponding lock-up waiver consents with respect to the Selling Stockholders, on substantially similar terms and effective as of the same Waiver Effective Date, such that the consent of all three IPO Underwriters shall have been obtained prior to or concurrently with the effectiveness of this consent; and (c) The Secondary Offering shall be conducted as a registered offering under the Securities Act of 1933, as amended, pursuant to PPC's effective registration statement on Form S-3 (File No
In the event that any of the foregoing conditions is not satisfied or waived on or prior to the Waiver Effective Date, this consent shall be null and void and of no further force or effect, and the lock-up restrictions under the Lock-Up Agreements shall remain in full force and effect in accordance with their original terms
This consent letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument
Delivery of an executed counterpart of this consent letter by facsimile or by electronic transmission (including by portable document format (PDF) or any other electronic means intended to preserve the original graphic and pictorial appearance of a document) shall be effective as delivery of a manually executed original counterpart hereof