Extract to table
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Extract to table / new-lock-up-agreement-secondary.docx
new-lock-up-agreement-secondary.docx
Parties
Penterra Pharmaceuticals Corp
PREAMBLE Ridgeline Securities LLC
Broadmark Capital Inc
Ridgeline Securities LLC
Harborview Partners LLC
Castellano Family Holdings LLC
No Inc
Strauss LLP
Dates
October 12, 2023
August 22, 2023
April 17, 2023
October 17, 2023
January 15, 2024
Amounts
$0.001
$41.60
Obligations
For the avoidance of doubt, if the 90th calendar day falls on a day that is not a trading day, the Lock-Up Period shall end at the close of trading on the immediately preceding trading day
The undersigned may Transfer Lock-Up Securities as bona fide gifts to any person or entity; provided that (i) the donee executes and delivers to the Representatives a lock-up agreement in substantially the form hereof, containing restrictions that are no less restrictive than those set forth herein and that remain in effect for the remainder of the Lock-Up Period, and (ii) no public filing or announcement is required by or made voluntarily by the undersigned during the Lock-Up Period in connection with such Transfer, other than a filing on Form 5 made after the expiration of the Lock-Up Period, or if a filing under Section 16(a) of the Exchange Act is required during the Lock-Up Period, such filing shall include a statement that the Transfer was made as a bona fide gift and that the donee's shares remain subject to lock-up restrictions
The undersigned may Transfer Lock-Up Securities to any member of the undersigned's immediate family (which, for purposes of this Agreement, shall include any relationship by blood, marriage, domestic partnership, or adoption, not more remote than first cousin) or to a trust, family limited partnership, limited liability company, or other estate planning vehicle for the direct or indirect benefit of the undersigned or the undersigned's immediate family members; provided that (i) the transferee executes and delivers to the Representatives a lock-up agreement in substantially the form hereof for the remainder of the Lock-Up Period, and (ii) no public filing or announcement is required by or made voluntarily by the undersigned during the Lock-Up Period in connection with such Transfer, other than a filing on Form 5 made after the expiration of the Lock-Up Period, or if a filing under Section 16(a) of the Exchange Act is required during the Lock-Up Period, such filing shall include a statement that the Transfer was made for estate planning purposes and that the transferee's shares remain subject to lock-up restrictions
The undersigned may Transfer Lock-Up Securities to any affiliate (as defined in Rule 405 under the Securities Act) of the undersigned or to any entity wholly owned by the undersigned, including, in the case of any individual Castellano family member, transfers to or from Castellano Family Holdings LLC, and in the case of Castellano Family Holdings LLC, transfers to or from any of its members; provided that (i) the transferee executes and delivers to the Representatives a lock-up agreement in substantially the form hereof for the remainder of the Lock-Up Period, and (ii) no public filing or announcement is required by or made voluntarily by the undersigned during the Lock-Up Period in connection with such Transfer, other than a filing on Form 5 made after the expiration of the Lock-Up Period, or if a filing under Section 16(a) of the Exchange Act is required during the Lock-Up Period, such filing shall include a statement that the Transfer was made to an affiliate or wholly-owned entity and that the transferee's shares remain subject to lock-up restrictions
The undersigned may Transfer Lock-Up Securities by operation of law, including, without limitation, pursuant to an order of a court of competent jurisdiction, a qualified domestic relations order, a divorce settlement, or the laws of descent and distribution upon the death of the undersigned; provided that (i) the transferee agrees in writing to be bound by restrictions no less restrictive than those set forth herein for the remainder of the Lock-Up Period, and (ii) to the extent a filing under Section 16(a) of the Exchange Act is required, such filing shall include a footnote or statement noting that the Transfer was made by operation of law and that the transferee's shares remain subject to lock-up restrictions
The undersigned may Transfer Lock-Up Securities in connection with a bona fide third-party tender offer, merger, consolidation, or other similar transaction made to all holders of Common Stock involving a change of control of the Company, provided that such transaction has been approved by the Board of Directors of the Company; provided, however, that in the event that such tender offer, merger, consolidation, or other similar transaction is not consummated, the Lock-Up Securities held by the undersigned shall remain subject to the restrictions set forth in this Agreement for the remainder of the Lock-Up Period