Alto Ingredients Inc (ALTO)

[Rule_62]

The way I read the agreement, they were guaranteed a 90 day window from April 3 in which there would be no additional dilution (unless they consented to it). While they set an initial price of $16.00, they are free to sell whenever they deem in their own judgement to be advisable, and at whatever price they choose. They are also free to keep them, and were certainly free to short against them as well.


The Company agrees to issue and sell, and the Underwriters agree to purchase from the Company, an aggregate of 1,750,000 Shares. The purchase price per Share to be paid by the Underwriters to the Company for the Shares will be $15.04 per Share (the “Purchase Price”). The Company has been advised by you that you propose to make a public offering of the Shares (the “Offering”) as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $16.00 per Share.


Payment of the Purchase Price for, and delivery of, the Shares shall be made at the time and date of closing and delivery of the documents required to be delivered to the Underwriters pursuant to Sections 4 and 6 hereof, which delivery shall take place at 11:00 A.M., New York time, on April 8, 2014 [ ... ]


That the Company will not, for a period of ninety (90) days from the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Representatives, directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than the Company’s sale of the Shares hereunder and the issuance of restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof.

Lin to the underwriting agreement