Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transferit will not, make any short sale ofwithout the prior written consent of the managing underwriter, grant any option for during the purchase of, or enter into any hedging or similar transaction period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the same economic effect as IPO pursuant to a saleregistration statement on Form S-1, of any common stock (or other securities) of and ending on the date specified by the Company held by and the Holder managing underwriter (other than those included in the registration) during the such period not to exceed one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i1) the publication or other distribution of research reports reports, and (ii2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that all officers and directors transfers to another, in whole or in part, any of the Company economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and holders of at least three shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (31%) of more of the Company’s voting securities outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) also subject to the foregoing restriction until same restrictions and remain subject to such restrictions for the end entirety of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in the offering in customary form connection with such registration that are consistent with the provision of this sectionSection 9.

Market Stand-Off. The If requested in writing by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder of this Warrant hereby agrees that such Holder shall not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock Common Stock (or other securities) of the Company held by the such Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering Initial Public Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)Act, provided that all officers and directors of the Company and holders of at least three five percent (35%) of the Company’s voting securities are bound by and have entered into similar agreements; and provided further that such one hundred eighty (180) day period may be extended to the extent necessary to permit any managing underwriter to comply with NASD Rule 2711(f)(4). Each Holder agrees to sign any agreements required by the underwriters in connection with this Section 2.10. The obligations described in this section Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with a the second legend as substantially set forth in Section 5(e2.8(c) hereof with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder If requested by the Company and an underwriter of this Warrant hereby agrees that such Holder common stock (or other securities) of the Company, the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three five percent (35%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) 180 day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided provided, that all officers and directors of the Company and holders of at least three percent (3%) 1% of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) 180 day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under of the Securities Act Company (or such other longer period as may be requested by the Company or an managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinionsreports, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) (or similar successor provisions), or as the case may be, as well as any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreementsthe same restrictions. The obligations described in this section Section 5.5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off standoff agreement with the said underwriters in the offering in customary form consistent with the provision provisions of this sectionSection 5.5. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all holders of the Company’s equity securities subject to such agreements pro rata based on the number of shares subject to such agreements.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act IPO (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-I or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section. Holder's agreements in this Section 4.7 shall be effective only if all directors and officer of the Company, and all holders of one percent (1%) or more of the Company's issued and outstanding common stock calculated on a fully-diluted, as-converted, as-exercised basis, are then bound by substantially similar written agreements with the Company.

Market Stand-Off. The Holder of this Warrant hereby Investor agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the relevant underwriters in the offering in customary form consistent with the provision provisions of this section.. (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: «WARRANT_HOLDER» COMPANY: BIOCARDIA, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK ISSUED ON «DATE» (THE “WARRANT”) DATE:

Market Stand-Off. The Agreement. In connection with the initial public offering of the Company's Common Stock, each Holder of this Warrant and each Founder hereby agrees that such Holder or Founder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, transfer or enter into any hedging or similar transaction with the same economic effect as a sale, dispose of any common stock (or other securities) of the Company Company's securities held by the such Holder or Founder (other than those included in the registrationregistration at issue, if any) during for a period specified by the representative of the underwriters of Common Stock of the Company not to exceed (i) one hundred eighty (180) day period days following the effective date of the registration statement for the Company’s such initial public offering filed under the Securities Act or (or ii) such other longer period as may be requested by the Company or an underwriter underwriters as is necessary to accommodate comply with regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(42711), or any successor provisions or amendments thereto), ; provided that all officers and directors of the Company and holders of all other persons or entities owning at least three one percent (31%) of the Company’s voting 's securities are (on as as-converted basis) enter into substantially equivalent agreements. The Company agrees to cause all officers, directors and holders of one percent (1%) or more to be bound by the provisions of this Section 3.11 or substantially equivalent restrictions. Each Holder and have entered into similar agreementsFounder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company agrees that it shall not release any Holder or Founder (or any person referred to in the preceding sentence) from the obligations imposed pursuant to this Section 3.11 unless all Holders are so released on a proportionate basis relative to their ownership of Registrable securities. The obligations described in this section Section 3.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-stop transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) said period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. Agreement. The Company and each Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transferit will not, make any short sale of, grant any option for without the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) prior written consent of the Company held managing underwriter(s), during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Holder Company and the managing underwriter (other than those included in the registration) during the such period not to exceed one hundred eighty (180) day period following the effective date days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities (whether then owned or thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the registration statement for economic consequences of ownership of the Company’s initial public offering filed under the Equity Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Equity Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinionssecurities, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) cash or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), otherwise; provided that (x) all directors, officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are Equity Securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 7.4, and have entered into similar agreements. The obligations described (y) all Holders will be released from any restrictions set forth in this section Section 7.4 to the extent that any other shareholders subject to substantially similar restrictions are released; provided, further, that, regardless of this Section 7.4, a Holder shall not apply be permitted to a registration relating solely make private transfers to employee benefit plans on Form S-1 or Form S-8 or similar forms its Affiliates that may be promulgated agree to substantially the same restrictions set forth in this Section 7.4. In order to enforce the futureforegoing covenant, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may place restrictive legends on the certificates and impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the Registrable Securities of each shareholder (and the shares or securities of common stock (or every other securities) person subject to the foregoing restriction restriction) until the end of such one hundred eighty (180) day (or other) period. The Holder agrees In addition, the Company shall not issue any Equity Securities to execute a market stand-off agreement with any Person unless such Person has agreed in writing to be bound by the underwriters same restrictions set forth in the offering in customary form consistent with the provision of this sectionSection 7.4.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act IPO (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section. Holder's agreements in this Section 4.7 shall be effective only if all directors and officer of the Company, and all holders of one percent (1%) or more of the Company's issued and outstanding common stock calculated on a fully-diluted, as-converted, as-exercised basis, are then bound by substantially similar written agreements with the Company.

Market Stand-Off. The In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock five percent (or other securities5%) of the outstanding Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company held by the Holder (other than those included in such offering pursuant to this Agreement), without the registration) prior written consent of the Company, during the one hundred eighty ninety (180) day 90)-day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested shorter time agreed to by the Company managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in event the futuremanaging Underwriters otherwise agree by written consent. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of Each such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market standcustomary lock-off up agreement with in favor of the underwriters Underwriters to such effect (in each case on substantially the offering in customary form consistent with the provision same terms and conditions as all such Holders). The provisions of this sectionSection 2.3 shall only be applicable to a Holder if all officers, directors and greater than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than five percent stockholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than five percent stockholder.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp notate each certificate such certificate, instrument or book entry with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock Common Stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors management of the Company and holders of at least three percent (3%) of agrees to the Company’s voting securities are bound by and have entered into similar agreementssame restrictions. The obligations described in this section Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this sectionSection.

Market Stand-Off. The Holder If requested by the Company and an underwriter of this Warrant hereby agrees that such Common Shares (or other securities) of the Company, the Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock Common Shares (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)Act, provided that if (a) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, then the restrictions imposed by this market stand-off provision shall continue to apply until the expiration of the seventeen (17)-day period beginning on the issuance of such earnings release or the occurrence of a material news or material event; and provided further that all executive officers and directors of the Company and holders of at least three five percent (35%) of the Company’s voting securities have entered into and are bound by and have entered into similar agreements. The Holder agrees to enter into a written market stand-off agreement satisfactory to the Company and such underwriter to effect the intent of this Section 10. The obligations described in this section Section 10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock Common Shares (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) lock-up period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4)2241, or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp notate each certificate such certificate, instrument or book entry with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) 180 day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided provided, that all officers and directors of the Company and holders of at least three percent (3%) 1% of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) 180 day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4)2241, or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section. If there is a general release of the Company’s directors, officers or control persons from a lock up agreement following the Company’s IPO, the Holder of this Warrant shall be released from this obligation at the same time that the Company’s directors, officers or control persons are released from such lock up agreement.

Market Stand-Off. The Holder Agreement. If requested by the Company or a representative of this Warrant hereby agrees that such the underwriters of Common Stock (or other securities) of the Company acting reasonably, each Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, transfer or enter into any hedging or similar transaction with the same economic effect as a sale, dispose of any common stock Common Stock (or other securities) of the Company held by the such Holder (other than those included in the registration) during for a period specified by the representative of the underwriters, not to exceed one hundred eighty (180) day period days following the effective date of the a registration statement for of the Company’s initial public offering Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on "Effective Date"). The foregoing commitment has two limitations: (i) no Holder shall be required to refrain from selling under this paragraph, unless all officers and key employees of the publication or other distribution of research reports Company enter into similar agreements; and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4no Holder (including for this purpose affiliates of any Holder) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that shall be required to refrain from selling under this paragraph unless all officers and directors of the Company and other holders of at least three percent (3%) of the Company’s voting securities 's Common Stock owning an equal or a larger percentage of the Company's Common Stock (on an as-converted basis) as the Holder and its affiliates are bound also required by and have entered a representative of the underwriter to enter into similar agreementsmarket standoff agreements on the same terms. The obligations described in this section Section 3.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-stop- transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock Common Stock (or other securities) subject to the foregoing restriction until the end of such said one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby Investor agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the relevant underwriters in the offering in customary form consistent with the provision provisions of this section.. (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: ORGANOVO, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF STOCK ISSUED ON SEPTEMBER [__], 2011 (THE “WARRANT”) DATE:

Market Stand-Off. The Holder of this Warrant hereby Investor agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided provided, that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the relevant underwriters in the offering in customary form consistent with the provision provisions of this section.. The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: DC-CPP COMPANY: CANCER PREVENTION PHARMACEUTICALS, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF ISSUABLE SECURITIES ISSUED ON DECEMBER __, 2011 (THE “WARRANT”) DATE: _________________________

Market Stand-Off. The Holder of this Warrant hereby Investor agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided provided, that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the relevant underwriters in the offering in customary form consistent with the provision provisions of this section.. (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: CANCER PREVENTION PHARMACEUTICALS, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF ISSUABLE SECURITIES ISSUED ON MARCH __, 2011 (THE “WARRANT”) DATE:

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the a registration statement for of the Company’s initial public offering Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and 2 If Series A, expiration date is July 31, 2016; if Series A-1, expiration date is June 30, 2023; if Series A-2, expiration date is June 30, 2022. may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.

Market Stand-Off. The In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock five percent (or other securities5%) of the outstanding Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not transfer any Ordinary Shares or other equity securities of the Company held by the Holder (other than those included in such offering pursuant to this Agreement), without the registration) prior written consent of the Company, during the one hundred eighty ninety (180) day 90)-day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested shorter time agreed to by the Company managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in event the futuremanaging Underwriters otherwise agree by written consent. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of Each such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market standcustomary lock-off up agreement with in favor of the underwriters Underwriters to such effect (in each case on substantially the offering in customary form consistent with the provision same terms and conditions as all such Holders). The provisions of this sectionSection 2.3 shall only be applicable to a Holder if all officers, directors and greater than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than five percent shareholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than five percent shareholder.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the a registration statement for of the Company’s initial public offering Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(42711(0(4) or NYSE Rule 472(f)(4472(0(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-I or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant Investor hereby agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.. * * * * * The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: FLUIDIGM CORPORATION, A DELAWARE CORPORATION WARRANT: THE WARRANT TO PURCHASE SHARES OF PREFERRED STOCK ISSUED ON AUGUST 25, 2009 (THE “WARRANT”) DATE:

Market Stand-Off. The AGREEMENT Each Holder of this Warrant hereby agrees that such Holder it shall not not, to the extent requested by the Company and an underwriter of securities of the Company, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, transfer or enter into any hedging or similar transaction with the same economic effect as a sale, dispose of any common stock (Registrable Securities or other securities) shares of stock of the Company held then owned by the such Holder (other than those included in to donees or partners of the registrationHolder who agree to be similarly bound) during the for one hundred eighty (180) day period days following the effective date of a Registration Statement of the registration statement for the Company’s initial public offering Company filed under the Securities Act (or such other lesser period as may be requested is agreed by the Company or an and any such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinionsso-called "LOCK-UP PERIOD"); provided, includinghowever, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are shall be bound by and have entered into similar agreements. The obligations described in ; and provided, further, that this section Section 13.4 shall not only apply to a registration relating solely Holders of two (2) percent or more of the Company's outstanding voting Capital Stock, and the lock-up period shall be ninety (90) days or such lesser period as is agreed by the Company and any such underwriter. In order to employee benefit plans enforce the foregoing covenant, the Company shall have the right to place restrictive legends on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely certificates representing the shares subject to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may this Section 13.4 and to impose stop-stop transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the Registrable Securities and such other shares of common stock each Holder (and the shares or securities of every other securities) person subject to the foregoing restriction restriction) until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder If requested by the Company and an underwriter of this Warrant hereby agrees that such Holder common stock (or other securities) of the Company, the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby Investor agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-I or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the relevant underwriters in the offering in customary form consistent with the provision provisions of this section.. (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR HONK LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: CEO 0000 XXXXXXXX XXX (Street address) BERKELEY CA 94705 (City, state and ZIP) (Signature Page to Investment Representation Statement and Market Stand-Off Agreement) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: HONK LLC COMPANY: TRUECAR, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ONAPRIL 29, 2011 (THE “WARRANT”) DATE:

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the a registration statement for of the Company’s initial public offering Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this section.

Market Stand-Off. The Holder of this Warrant Warrantholder hereby agrees that such Holder Warrantholder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Warrantholder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the a registration statement for of the Company’s initial public offering Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on on: (ia) the publication or other distribution of research reports reports; and (iib) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), ; provided that all officers and directors of the Company and holders of at least three one percent (31%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section Section 14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e12(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Warrantholder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision provisions of this sectionSection 14.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provision of this section.

Market Stand-Off. The Holder of this Warrant hereby Investor agrees that such Holder the Investor shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder Investor (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and holders of at least three percent (3%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder Investor agrees to execute a market stand-off agreement with the relevant underwriters in the offering in customary form consistent with the provision provisions of this section.. The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (Fax Number) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: XXX.XXX INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON November 24, 2009 (THE “WARRANT”) DATE: