Common use of Pricing Information Provided Orally by Underwriters Clause in Contracts

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●], with copies to [●]. EXHIBIT B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $ $[ l ] • Number of Underwritten SharesShares to be sold by the Company: [ l ] • Number of Option SharesShares to be sold by the Company: [ l ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX C XxxxxXxxx.xxxXxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet EXHIBIT [Not Applicable] Annex C-1 Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxSilk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC Xxxxx Incorporated (“Xxxxxx XxxxxxxBofA Xxxxxxx Xxxxx”) and their respective its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxx Xxxxx at [●]xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to [●]Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX XXXXXXX & CO. LLC XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2021 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxSilk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $ $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20212019, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering Public Offering price per share: $ $[ ● ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.● ] ANNEX B Written Testing-the-Waters Communications [●] [ ● ]. ANNEX C XxxxxXxxx.xxx, Inc. NANO-X IMAGING LTD Pricing Term Sheet EXHIBIT Public offering price per share: $[ ● ] Number of Shares: [ ● ] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Cantor in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. Nano-X Imaging Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co. (“X.X. XxxxxxCantor”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Cantor agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Cantor in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Cantor and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Cantor and their its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Cantor a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●____] at [●____], with copies to [●]Xxxxxx Xxxxxx at Xxxxxx.Xxxxxx@XX.xxx. EXHIBIT Exhibit B [Form of Waiver Opinion of United States Counsel for the Company [ ● ] Exhibit C Form of Opinion of Israeli Counsel for the Company [ ● ] Exhibit D Form of Opinion of Intellectual Property Counsel for the Company [ ● ] Exhibit E Form of Selling Shareholder Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).Up

Pricing Information Provided Orally by Underwriters. Initial public Public offering price per shareprice: $ $[ ] per share Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, SVMK Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx ), Xxxxx & Co. Company LLC (“Xxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx& Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxx, and each of their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxx Xxxx at [●]xxxxxx.x.xxxx@xxxxxxxx.xxx, with copies to [●]Xxxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and So Xxxxx Xxx at xxxxxxxxxx@xxxxxxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC SVMK Inc. Public Offering of Common Stock , 2021 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, SVMK Inc. (the “Company”) of shares of common stock, $ $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per share: $ [ ] Number of Underwritten Shares: [ ] Number of Option Sharesshares: [ ] [Add any other pricing disclosure.Underwritten Shares plus [ ] ANNEX Option Shares Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxxXxxxxxxx Xxxx Incorporated Testing-the-Waters Presentation dated [ ], Inc. 2016 Xxxxx X Xxxxxxxx Xxxx Incorporated Pricing Term Sheet EXHIBIT Annex C-1 Annex D Form of Opinion of Counsel for the Company and Xxxxxxxx Xxxx Annex D Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. Xxxxxxxx Xxxx Incorporated (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employeesemployees (collectively, the “Representatives”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxxthe Representatives, Xxxxxx Xxxxxxx and their affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxxxx Xxxx at [●]xxxxxxxx.x.xxxx@xxxxxxxx.xxx and Xxxxxxx Xxxx at xxxxxxx.xxxx@xxxxxxxxxxxxx.xxx, with copies to [●]Xxxxxxx X. Xxxxxxxxx, Xx. EXHIBIT at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxxx Xxxxxxx at xxxxxxx_x@xxxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up] Up Agreement [ ], 2017 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Xxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of Common Stock the several Underwriters (the “Representatives”), 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxXxxxxxxx Xxxx Incorporated, Inc. a Delaware corporation (the “Company”) of shares of common stock), $ par value and Xxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, providing for the public offering (the “Common StockPublic Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company and the lock-up letter dated , 2021 (the “Lock-up LetterSecurities”), executed by you . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 days after the date of the prospectus relating to the Public Offering (the “SharesProspectus”) (such period, the “Restricted Period”)., (1) 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 for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ [Set out key information included in script that will be used by Underwriters to confirm sales] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●To come] ANNEX Annex C XxxxxXxxx.xxx, Inc. CyberArk Software Ltd. Pricing Term Sheet EXHIBIT [To come] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. CyberArk Software Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective its affiliates and their respective employeesemployees and Deutsche Bank Securities Inc. (“Deutsche Bank”) and its affiliates and their respective employees (collectively, the “Representatives”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the Waters communication shall be subject to prior approval by the Company prior to its dissemination to a potential investor, provided, however, that the foregoing shall not apply to communications that are administrative in nature (i.e., scheduling meetings) or that solely contain information already contained in a communication previously approved by the Company. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication that has been approved by the Company there occurs an event or development as a result of which (i) such Written Testing-the-Waters Communication used in any meeting included at the time of such meeting an untrue statement of a material fact or omitted to state a material fact, or (ii) such Written Testing-the-Waters Communication proposed to be used in any meeting would at the time of such meeting include an untrue statement of a material fact or omitted or would omit to state a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made or existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates the Representatives and their respective employees, affiliates and employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●name of JPM banker] at [●xxxxx@xxxxxxxx.xxx] and [name of DB banker] at [xxxxx@xx.xxx], with copies to [●as applicable]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC up CyberArk Software Ltd. Public Offering of Common Stock Ordinary Shares , 2021 201 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. CyberArk Software Ltd. (the “Company”) of shares of common stock[ ] ordinary shares, $ NIS 0.01 par value (the “Common StockOrdinary Shares”), of the Company and the lock-up letter dated , 2021 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021201 , with respect to shares of Common Stock Ordinary Shares (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per sharePublic Offering Price Per Share: $ [ · ] Number of Underwritten SharesShares Purchased by the Underwriters: [ · ] Number of Option Shares: [ · ] [Add any other pricing disclosure.] ANNEX Annex A-1 Annex B Written Testing-the-Waters Communications [●] ANNEX Company Presentation dated June 2018 Annex B-1 Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT [ · ] Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxRubius Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and LLC, Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxxxx LLC and Leerink Partners LLC (collectively, the “Xxxxxx XxxxxxxBookrunners”) ), and each of their respective employees and affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Bookrunners and each of their respective employees and affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, with copies to [●]Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx, Xxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXX XXXXXXX 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & CO. Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Leerink Partners LLC Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Rubius Therapeutics, Inc. Public Offering of Common Stock , 2021 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxRubius Therapeutics, Inc. (the “Company”) of [ · ] shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).. The Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly,

Pricing Information Provided Orally by Underwriters. Initial public Public offering price per shareShare: $ [ $[●] Number of Underwritten Shares: [ [●] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX B Written Testing-the-Waters Communications [●] ANNEX Annex A Annex B-1 Form of Opinion of Xxxx Xxxxxxx & Xxxxxx LLP for the Company Annex B-1 Annex B-2 Form of 10b-5 Statement of Xxxx Xxxxxxx & Xxxxxx LLP for the Company Annex C XxxxxXxxx.xxxForm of Opinion of Counsel for CCMP Capital Investors II, L.P. Annex C Annex D Form of Opinion of Counsel for CCMP Capital Investors (Cayman) II, L.P. Annex D Annex E Form of Opinion of Pennsylvania Counsel to the Company Annex E Annex F Form of Opinion of General Counsel of the Company Annex F Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2016 X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC, 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Ollie’s Bargain Outlet Holdings, Inc. Pricing Term Sheet EXHIBIT — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ollie’s Bargain Outlet Holdings, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Exhibit A EGC – Testing on behalf of the waters authorization Underwriters, the undersigned will not, during the period ending 45 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be delivered beneficially owned by the issuer to X.X. Xxxxxx undersigned in email or letter form) In reliance on Section 5(d) accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to (A) the Securities to be sold by the under-signed pursuant to the Underwriting Agreement, (B) transactions relating to shares of Common Stock or other securities that the undersigned may purchase in open market transactions after the completion of the Public Offering, (C) the exercise of stock options, including through a “net” or “cashless” exercise, granted pursuant to any of the Company’s equity incentive plans in effect at the time of the Public Offering, provided that the foregoing paragraph shall apply to any securities issued upon such exercise, (D) forfeitures of shares of Common Stock to the Company during the 45-day period referred to above to satisfy tax withholding requirements upon the vesting of equity-based awards granted under an equity incentive plan in effect at the time of the Public Offering, (E) transfers of shares of Common Stock as a bona fide gift or gifts, (F) distributions or transfers of shares of Common Stock to subsidiaries, limited or general partners, members, stockholders or affiliates of the undersigned, (G) transfers of shares of Common Stock to any immediate family member, trusts for the direct or indirect benefit of the undersigned or the immediate family members of the undersigned or any of their successors upon death, or any partnerships or limited liability company, the partners or members of which consist of the undersigned and/or immediate family members or other dependent of the undersigned, and in each case such transfer does not involve a disposition for value (for purposes of this Letter Agreement, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin) or (H) transfers of shares of Common Stock by operation of law pursuant to a qualified domestic order or upon death by will or intestacy; provided that in the case of any transfer or distribution pursuant to clauses (E) through (H) above, each donee, distributee or transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; provided, further, that in the case of any transfer or distribution pursuant to clauses (B) and (E) through (H) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 19331934, as amended (the “Exchange Act”)) (other than a filing on a Form 5 made after the expiration of the 45-day period referred to above) or other public announcement reporting a reduction in beneficial ownership of Securities shall be required or shall be made voluntarily in connection with such transfer or distribution; and provided, XxxxxXxxx.xxxfurther, Inc. that in the case of any transfer pursuant to clauses (C) or (D) above, if the “Issuer”undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial Exhibit A ownership of shares of Common Stock during the 45-day period referred to above, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax obligations of the undersigned in connection with such exercise. In addition, the foregoing paragraph shall not apply to (i) the establishment of a trading plan by the undersigned pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 45-day period referred to above and no filing under the Exchange Act (other than a filing on a Form 5 made after the expiration of the 45-day period referred to above) or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such plan until after the expiration of the 45-day restricted period, and (ii) any transactions effectuated pursuant to a trading plan that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act existing on the date hereof. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorizes X.X. Xxxxxx Securities LLC authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if (“X.X. Xxxxxx”1) the Company files an application with the Commission to withdraw the registration statement relating to the Public Offering, (2) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and Xxxxxx Xxxxxxx & Co. LLC delivery of the Common Stock to be sold thereunder, (“Xxxxxx Xxxxxxx”3) and their respective affiliates and their respective employeesthe Representatives, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”Underwriters, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●], with copies to [●]. EXHIBIT B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of advise the Company and the lock-up letter dated Selling Stockholders, 2021 or the Company and the Selling Stockholders advise the Representatives, in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering or (4) the “Lock-up Letter”)closing of the Public Offering shall not have occurred on or before June 30, executed 2016, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by you and construed in connection accordance with such offeringthe laws of the State of New York, and your request for a without regard to the conflict of laws principles thereof. Very truly yours, [waiverNAME OF STOCKHOLDER] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).By: Name: Title:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [•] Number of shares Option Shares: [ [•] shares Public Offering Price Per Share: $[Add any other pricing disclosure.•] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX Annex C XxxxxXxxx.xxxPassage Bio, Inc. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxPassage Bio, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”) and Xxxxxx Xxxxxxx ), Gxxxxxx Sxxxx & Co. LLC (“Goldman”) and Cxxxx and Company, LLC (“Cowen” and, together with J.X. Xxxxxx Xxxxxxxand Gxxxxxx, the “Representatives”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Operating Officer or Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings). The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Notwithstanding the foregoing, the Issuer will not be required to amend or supplement the Testing-the-Waters Communication with respect to prior recipients to the extent that a copy of the preliminary prospectus relating to the public offering, which eliminates or corrects such untrue statement or omission, is sent to the recipient of such Written Testing-the-Waters Communication once available. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Dxxxx Ke (dxxxx.xx@xxxxxxxx.xxx) at [●]J.X. Xxxxxx, with copies to [●]Jxxx Xxxxxxxxx (jxxx.xxxxxxxxx@xx.xxx) at Goldman and Jxxxx Xxxxxx (jxxxx.xxxxxx@xxxxx.xxx) at Cowen. EXHIBIT Exhibit B [Form of Waiver of LockFORM OF LOCK-up] X.X. UP AGREEMENT ___________, 2021 J.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX GXXXXXX SACHS & CO. LLC CXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 500 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Passage Bio, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of Common Stock the several Underwriters, 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxPassage Bio, Inc. Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $ par value $0.0001 per share (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up LetterSecurities”), executed by you . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”)Underwriting Agreement.

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [•] Number of shares Option Shares: [ [•] shares Public Offering Price Per Share: $[Add any other pricing disclosure.•] ANNEX Annex B Written Testing-the-Waters Communications [●HilleVax TTW Investor Presentation] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxHilleVax, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. ), SVB Leerink LLC (“Xxxxxx XxxxxxxSVB Leerink”), Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Guggenheim Securities, LLC (“Guggenheim”) and their respective employees and affiliates (and their respective employeesemployees of such affiliates), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, SVB Leerink, Stifel and Guggenheim, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and Xxxxxx Xxxxxxx Guggenheim in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and Xxxxxx Xxxxxxx Guggenheim and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx SVB Leerink, Stifel and their affiliates Guggenheim and their respective employees, employees and affiliates (and employees of such affiliates) to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and Xxxxxx Xxxxxxx Guggenheim a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxxxx Xxxxxxx at [●]xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with copies to [●]Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxxxxx.xxx, Nick Oust at xxxxx@xxxxxx.xxx and Xxxxx Xxx at xxxxx.xxx@xxxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. SVB SECURITIES LLC HilleVax, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxHilleVax, Inc. (the “Company”) of ______ shares of common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 20[•] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Public Offering Price: $8.25 per share: $ [ ] Share Number of Underwritten Shares: [ ] 7,500,000 Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX 1,125,000 Annex A-1 Annex B Written Testing-the-Waters Communications [●] ANNEX None. Annex B-1 Annex C XxxxxXxxx.xxxKala Pharmaceuticals, Inc. Pricing Term Sheet EXHIBIT None. Annex C-1 Annex D Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Counsel for the Company Annex D-1 Annex E Form of Opinion of K&L Gates LLP, Intellectual Property Counsel for the Company Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxKala Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxxx Xxxxxxx & Co. Jefferies LLC (“Xxxxxx XxxxxxxJefferies”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxxxxxxx and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, with copies to [●]Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xxxx.xxx and Xxxxxx Xxxxx at xxxxxx@xxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of LockLOCK-up] UP AGREEMENT , 2018 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX XXXXXXX & CO. XXXXX INCORPORATED XXXXXXXXX LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Kala Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of Common Stock the several Underwriters, 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxKala Pharmaceuticals, Inc. Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus supplement relating to the Public Offering (such period, the “Restricted Period”), (1) 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 stockCommon Stock, $ $0.001 per share par value value, of the Company (the “Common Stock”)) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company Securities and the lock-up letter dated , 2021 Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the those transactions described in this subsection (1) collectively referred to as a “Lock-up LetterTransaction”), executed or publicly disclose the intention to enter into any Transaction, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) is to be settled by you delivery of Common Stock or such other securities, in connection with such offeringcash or otherwise (collectively, and your request a “Swap”) or (3) make any demand for a [waiver] [release] dated , 2021, or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) [reserved], (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (C) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) transfers or dispositions of the undersigned’s shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, (F) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned, and (G) distributions of shares of Common Stock to any corporation, partnership, limited liability company, investment fund or other entity controlled or managed by, or under common control or management with, the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value; provided that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E), (F), or (G), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E), (F), or (G), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “SharesExchange Act”)., or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above and any required Schedule 13G (or 13G/A) or 13F filing). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representatives, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company existing as of the date hereof and described in the prospectus (including any prospectus supplement and any documents incorporated by reference therein) and the registration statement relating to the Public Offering, it being understood that any shares of Common Stock received by the undersigned upon such exercise shall be subject to the restrictions on transfer set forth in this Letter Agreement, (ii) exercise (whether for cash, cashless, or net exercise) warrants to purchase shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) outstanding as of the date hereof and described in the prospectus (including

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [·] Number of Option Shares: [ [·] Public Offering Price Per Share: $[Add any other pricing disclosure.·] ANNEX Annex A-1 Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxBoot Barn Holdings, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx ), Xxxxx Xxxxxxx & Co. (“Piper”) and Xxxxxxxxx LLC (“Xxxxxx XxxxxxxJefferies”) and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of each of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxxxxxxx and each of their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Piper and Xxxxxx Xxxxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxx Xxxxxxxxx at [●]xxxx.x.xxxxxxxxx@xxxxxxxx.xxx, Xxxx Xxxxxxxx at xxxxxxx.x.xxxxxxxx@xxx.xxx and Xxxxxx Xxxxxxxxx at xxxxxxxxxx@xxxxxxxxx.xxx with copies to Xxxxxxx Xxxxxx at xxxxxxx.x.xxxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx.x.xxxxxx@xxx.xxx and Xxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx. Exhibit B FORM OF LOCK-UP AGREEMENT [●·]. EXHIBIT B [Form , 2015 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Re: Boot Barn Holdings, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of Common Stock the several Underwriters, 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxBoot Barn Holdings, Inc. Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $ par value Common Stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) transfers of shares of Common Stock by operation of law, including a qualified domestic order or upon death by will or intestacy, (D) if the undersigned is a corporation, partnership or other business entity, distributions or transfers of shares of Common Stock to (i) affiliates (as such term is defined in Rule 405 of the Securities Act of 1933, as amended) that are controlled by the undersigned or (ii) the limited or general partners, members or stockholders of the undersigned, and (E) transfers of shares of Common Stock pursuant to a liquidation, tender offer, merger, consolidation, stock exchange or similar transaction that results in all of the Company’s equity holders having the right to exchange their equity securities in the Company for cash, securities or other property, provided that if such liquidation, tender offer, merger, consolidation, stock exchange or similar transaction is not completed, any Common Stock or other equity securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement; provided that in the case of any transfer or distribution pursuant to clause (B), (C) or (D) each donee or transferee shall execute and deliver to the Representatives a lock-up letter dated in the form of this paragraph; and provided, 2021 further, that in the case of any transfer or distribution pursuant to clause (B), (C) or (D), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Lock-up LetterExchange Act”), executed by you or other public announcement shall be required or shall be made voluntarily in connection with such offeringtransfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). Notwithstanding the foregoing, and your request for a [waiver] [release] dated , 2021, with respect nothing in this Letter Agreement shall prohibit (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made during the 90-day period referred to above in connection with subsequent sales of such common stock or other securities acquired in such open market transactions, (ii) any exercise (including a cashless exercise) of options to purchase shares of Common Stock or any conversion or exchange of any other equity security held by the “Shares”).undersigned, individually or as a fiduciary, pursuant to an employee benefit plan or other arrangement described in the Prospectus; provided that any shares of Common Stock received upon such exercise, conversion or exchange shall be subject to the terms of this Letter Agreement and no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made during the 90-day period referred to above in connection with such exercise, conversion or exchange, or (iii) the undersigned from entering into, or amending, a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Letter Agreement relating to the sale of securities of the Company, if then permitted by the Company; provided that the securities subject to such plan may not be sold until after the expiration of restrictions provided for herein and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the 90-day period referred to above. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx LLC on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. If (i) the Underwriting Agreement shall not have been entered into by Xxxxx 00, 0000, (xx) prior to the execution of the Underwriting Agreement by the parties thereto, the Company notifies the Representatives in writing that it does not intend to proceed with the Public Offering and files an application to withdraw the registration statement relating to the offering or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, then this Letter Agreement shall immediately terminate and the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [l] Number of shares Option Shares: [ [l] shares Public Offering Price Per Share: $[Add any other pricing disclosure.l] ANNEX Annex B Written Testing-the-Waters Communications [●] None ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxSeer, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and ), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), BofA Securities, Inc. (“BofA”) and their respective Xxxxx and Company, LLC (“Cowen”) and the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is solely administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer’s Chief Financial Officer. The Issuer has advised X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, including communications that are contemplated by this authorization. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen. The Issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Xxxxxx Xxxxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Xxxxxx Xxxxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxxxx, BofA and their Cowen and the affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Xxxxxx Xxxxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxxxx Xxxxxxx at [●]xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with copies to [●]Xxxxxx Xxxxxxxxxx at xxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxxxxxxx@xxxx.xxx and Xxxxxxx Xxxxxxxx at xxxxxxx.xxxxxxxx@xxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC BOFA SECURITIES, INC. Seer, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxSeer, Inc. (the “Company”) of ______ shares of Class A common stock, $ $___ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Class A Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 20__; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. [Signature Page Follows] Yours very truly, X.X. XXXXXX SECURITIES LLC By: Authorized Signatory Name:Title: XXXXXX XXXXXXX & CO. LLC By: Authorized Signatory Name:Title: BOFA SECURITIES, INC. By: Authorized Signatory Name:Title: cc: Seer, Inc. Exhibit C Form of Press Release Seer, Inc. [Date] Seer, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., the lead book-running managers in the Company’s recent public sale of shares of Class A common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ____________________, 20__, and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Seer, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Seer, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, $0.00001 par value per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf of the several Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [l] Number of shares Option Shares: [ [l] shares Public Offering Price Per Share: $[Add any other pricing disclosure.l] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Investor Presentation dated December 2021 Investor Presentation dated August 2022 Exhibit A EGC – Testing the waters authorization TESTING-THE-WATERS AUTHORIZATION (to be delivered by the issuer Issuer to X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC, Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxxxx LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxPrime Medicine, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and ), Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Xxxxxxxxx LLC (“Jefferies”), and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx while this authorization is in effect. The issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx, and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to X.X. Xxxxxx to the attention of [●] Xxxxx Xx at [●]xxxxx.xx@xxxxxxxx.xxx, to Xxxxxxx Xxxxx to the attention of Xxxx Xxxx at xxxx.xxxx@xx.xxx, to Xxxxxx Xxxxxxx to the attention of Xxxxx Xxxxxxxxxxxxx at Xxxxx.xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx and to Jefferies to the attention of Xxxxx Xxxx at xxxxx@xxxxxxxxx.xxx, in each case with copies to [●]Xxxxxxx X. Xxxxxxxxx, Xx. EXHIBIT at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXXX XXXXX & CO. LLC XXXXXX XXXXXXX & CO. LLC XXXXXXXXX LLC Prime Medicine, Inc. Public Offering of Common Stock [_______], 2021 2022 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxPrime Medicine, Inc. (the “Company”) of [l] shares of common stock, $ $[l] par value (the “Common Stock”), of the Company and the lock-up letter dated _______, 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated_______, 20212022, with respect to [l] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per sharePrice Per Share: $ [ [·] Number of Underwritten Shares: [ [·] Number of Option Shares: [ [·] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications Company Presentation, first used September 2, 2019 Annex C [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT A Reserved]. EGC – — Testing the waters authorization Waters Authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxHeartland Bancorp, Inc. (the “Issuer”) hereby authorizes Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications (“Testing-the-Waters Communications”) with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (the “Testing-the-Waters CommunicationsOffering”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify KBW and X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication Communication, there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify KBW and X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●], with copies to [●]. EXHIBIT B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Public Offering Price: $[·] per share: $ [ ] Share Number of Underwritten Shares: [ [·] Number of Option Shares: [ [·] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●None.] ANNEX Annex C XxxxxXxxx.xxxKala Pharmaceuticals, Inc. Pricing Term Sheet EXHIBIT [To come, if applicable] Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx and Xxxxxxx Xxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxKala Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Incorporated (“Xxxxxx XxxxxxxXxxxxxx Xxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and Xxxxxxx Xxxxx and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●[ ] at [ ] and [ ] at [ ]. Exhibit B Form of Press Release Kala Pharmaceuticals, Inc. [●]Date] Kala Pharmaceuticals, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the lead book-running managers in the Company’s recent public sale of [·] shares of common stock, are [waiving] [releasing] a lock-up restriction with copies respect to [●]·] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. EXHIBIT B The [Form waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of Waiver the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO1933, as amended. LLC Exhibit C Kala Pharmaceuticals, Inc. Public Offering of Common Stock , 2021 2017 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxKala Pharmaceuticals, Inc. (the “Company”) of shares of common stock, $ $[·] par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20212017, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ 🌑 ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex A-2-1 Annex B Written Testing-the-Waters Communications [●] ANNEX Investor Deck, dated April 2018. Investor Deck, dated January 2018. Annex C XxxxxXxxx.xxxEVO Payments, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxEVO Payments, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●[ 🌑 ] at [●[ 🌑 ], with copies to [●[ 🌑 ]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Corporation Public Offering of Class A Common Stock [ 🌑 ], 2021 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. [Corporation] (the “Company”) of [ 🌑 ] shares of Class A common stock, $ par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated [ 🌑 ], 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per share: $ [ ] Number of Underwritten Shares: [ ] Number of Option Sharesshares: [ ] [Add any other pricing disclosure.Underwritten Shares plus [ ] ANNEX Option Shares Annex B Written Testing-the-Waters Communications [●] ANNEX Annex C XxxxxXxxx.xxx, StepStone Group Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, StepStone Group Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx” and collectively with X.X. Xxxxxx and Xxxxxxx Xxxxx, the “Representatives”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Representatives or the Issuer, neither the Issuer nor any Representative, respectively, will send or give to any potential investor any Written Testing-the-Waters-Communication. The Issuer represents that (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxxthe Representatives, Xxxxxx Xxxxxxx and their affiliates and their and their affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the ActAct and/or any customary legal or regulatory legends or disclaimers. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●[ ], with copies a copy to [●[ ]. EXHIBIT Exhibit B [Form of Waiver of Lock-upUp] X.X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC XXXXXX XXXXXXX & CO. LLC StepStone Group Inc. Public Offering of Class A Common Stock , 2021 2020 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, StepStone Group Inc. (the “Company”) of shares of Class A common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, X.X. XXXXXX SECURITIES LLC By: Name: Title XXXXXXX XXXXX & CO. LLC By: Name: Title XXXXXX XXXXXXX & CO. LLC By: Name: Title cc: Company Exhibit C [Form of Press Release] StepStone Group Inc. [Date] StepStone Group Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, the joint book-running managers in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT , 2020 X.X. Xxxxxx Securities LLC Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: STEPSTONE GROUP INC. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with StepStone Group Inc., a Delaware corporation (the “Company”) and StepStone Group LP, a Delaware limited partnership (“StepStone Group”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Class A Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of each of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus (the “Public Offering Date”) relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or Class B Common Stock, par value $[ ] per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, “Common Stock”) or any securities convertible into or exercisable or exchangeable for any shares of Common Stock (including without limitation, Common Stock, partnership interests in StepStone Group (“StepStone Group Interests”) or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon vesting, settlement or exercise of a restricted stock unit, option, warrant or other right to purchase shares of Common Stock or StepStone Group Interests) (collectively with the Common Stock and StepStone Group Interests, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock, StepStone Group Interests or any other Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition (whether by the undersigned or any other person) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock, StepStone Group Interests or other securities, in cash or otherwise. The undersigned further confirms that it has furnished each of the Representatives with the details of any ongoing transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Initial public Underwritten Shares: [●] Option Shares: [●] Public offering price per share: $ [ $[●] Number of Underwritten SharesTrade Date: [ [●] Number of Option SharesSettlement Date: [ [●] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT C-1 [Form of Opinion of Counsel for the Company] Annex C-2 [Form of Opinion of General Counsel for the Company] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the authorized underwriters in email or letter form) In reliance on either Section 5(d) of the Securities Act of 1933, as amended (the “Act”)) or Rule 163B under the Act, XxxxxXxxx.xxxXxxxxx Health Topco, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) and Xxxxxx LLC (“Credit Suisse”), Xxxxxxx Sachs & Co. LLC (“Xxxxxx XxxxxxxGS”) and Xxxxxxxxx LLC (“Jefferies”), and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Each of X.X. Xxxxxx, Credit Suisse, GS and Jefferies, individually and not jointly, agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, GS and Xxxxxx Xxxxxxx Jefferies and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Credit Suisse, GS or Jefferies and each of their affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Credit Suisse, GS and Xxxxxx Xxxxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, Xxxx Xxxxxx at xxxxxxx.x.xxxxxx@xxxxxxxx.xxx, Credit Suisse Securities (USA) LLC, Attention: Xxxx X. Xxxxxxxx, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (email: xxxx.x.xxxxxxxx@xxxxxx-xxxxxx.xxx) with copies a copy to [●]Xxxxx Xxx at xxxxx.xxx@xxxxxx-xxxxxx.xxx, Xxxxxxxx Xxxxxxx at xxxxxxxx.xxxxxxx@xx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxxxx at xxxxx.xxxxxxx@xxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Xxxxxx Health Company Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. Xxxxxx Health Company (the “Company”) of [•] shares of common stock, $ $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2021 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [releasewaiver]/[release] dated __________________, 20212020, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial The public offering price per share: $ [ ] share for the Shares is, as to each investor, the price paid by such investor. Number of Underwritten Shares: [ ] 3,600,000 Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX B Written Testing540,000 Exhibit A FORM OF LOCK-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at UP AGREEMENT FOR DIRECTORS AND OFFICERS March [●], with copies to [●]. EXHIBIT B [Form 2023 Xxxxxxx Xxxxx & Co. LLC As Representative of Waiver of Lock-up] X.X. XXXXXX SECURITIES the several Underwriters listed in Schedule 1 hereto c/o Goldman Xxxxx & Co. LLC XXXXXX XXXXXXX & CO. LLC 000 Xxxx Xxxxxx New York, New York 10282 Re: Ormat Technologies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representative of Common Stock the several Underwriters, 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxOrmat Technologies, Inc. Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $ par value $0.001 per share (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “LockSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To the extent that there shall be a sole Underwriter named in Schedule 1 to the Underwriting Agreement, all references to the Representatives and to the Underwriters shall be deemed to refer only to such sole Under-up Letterwriter, and all corresponding changes in this Letter Agreement (as defined below) from plural to singular shall be deemed to have been made. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned xxxxxx agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 62 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), executed by you in connection with such offering(1) offer, and your request for a [waiver] [release] dated pledge, 2021sell, with respect 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “SharesLock-Up Securities”)., (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [·] Number of Underwritten Shares plus [·] Option SharesShares Public Offering Price: [ $[·] [Add any other pricing disclosure.] ANNEX per Share Annex B Written Testing-the-Waters Communications Investor Presentation dated [●·], 2018 [·] ANNEX Annex C XxxxxXxxx.xxxReplimune Group, Inc. Pricing Term Sheet EXHIBIT [To come, to the extent needed] Annex D [Form of Opinion of Counsel for the Company] Annex E [Form of Opinion of Intellectual Property Counsel for the Company] Exhibit A EGC – Testing the waters authorization Testing-the-Waters Authorization (to be delivered by the issuer Company to X.X. Xxxxxx Securities LLC and Leerink Partners LLC in email or letter formform in accordance with Section 3(e)) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxReplimune Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. Leerink Partners LLC (“Xxxxxx XxxxxxxLeerink”) (collectively, the “Representatives”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and Leerink and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxx.xxx, with copies to [●]Xxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and Xxxxxx Xxxxxxxx at xxxxxxxxx@xxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Replimune Group, Inc. Public Offering of Common Stock , 2021 20[·] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxReplimune Group, Inc. (the “Company”) of [·] shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated [·], 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [·], 20212018, with respect to [·] shares of Common Stock (the “Shares”).. [·] hereby agrees on behalf of the underwriters to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [·], 20[·]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [·] cc: Company Exhibit C [Form of Press Release] Replimune Group, Inc. [Date] Replimune Group, Inc. (“Company”) announced today that [·] are [waiving] [releasing] a lock-up restriction with respect to [·] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [·], 20[·], and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT [·], 2018

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per share: $ [ ] Number of Underwritten Shares: [ ] Number of Option Shares: Underwritten Shares [ ] [Add any other pricing disclosure.] ANNEX Option Shares Annex B Written Testing-the-Waters Communications [●None] ANNEX C XxxxxXxxx.xxxBrilliant Earth Group, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and Cowen in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxBrilliant Earth Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx XxxxxxxCredit Suisse”), Xxxxxxxxx LLC (“Jefferies”) and Xxxxx and Company, LLC (“Cowen”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and Xxxxxx Xxxxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and Xxxxxx Xxxxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Credit Suisse, Jefferies and their affiliates Cowen and their respective employees, affiliates and employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and Xxxxxx Xxxxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●name of JPM banker] at [●], [name of Credit Suisse banker] at [●], [name of Jefferies banker] at [●] and [name of Cowen banker] at [●] and, with copies to [●]Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxxx.xxx, Arisa Akashi at xxxxx.xxxxxx@xxxxxxxxx.xxx and Xxxxxxxx Xxxx at xxxxxxxx.xxxx@xxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. CREDIT SUISSE SECURITIES (USA) LLC Brilliant Earth Group, Inc. Public Offering of Common Stock [ ] , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxBrilliant Earth Group, Inc. (the “Company”) of shares of Class A common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [●] Number of Option Shares: [ [●] Public Offering Price: $[Add any other pricing disclosure.●] ANNEX per Share Annex B Written Testing-the-Waters Communications [●] ANNEX Testing-the-Waters Presentations dated October 2020. Annex C XxxxxXxxx.xxxBioAtla, Inc. Pricing Term Sheet EXHIBIT [None.] Exhibit A EGC – Testing the waters authorization Testing-the-Waters Authorization (to be delivered by the issuer Issuer to X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Credit Suisse Securities (USA) LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxBioAtla, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. ), Xxxxxxxxx LLC (“Xxxxxx XxxxxxxJefferies”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) (collectively, the “Representatives”), and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxxxxxx and Credit Suisse, and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and Xxxxxx Xxxxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxxxx@xxxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxxx Xxxxx Xxxxxxxxxxxxx at xxxxxxxxxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx, with copies to [●]Xxxxx Xxx at xxxxx.xxx@xxxxxx-xxxxxx.xxx, Xxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxxxx@xxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. XXXXXXXXX LLC CREDIT SUISSE SECURITIES (USA) LLC BioAtla, Inc. Public Offering of Common Stock , 2021 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxBioAtla, Inc. (the “Company”) of shares of common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per shareshare to the public: $ [ $[•] Number of Underwritten SharesShares Offered: [ [•] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testingto Underwriting Agreement Exhibit A FORM OF LOCK-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxxUP AGREEMENT , Inc. Pricing Term Sheet EXHIBIT A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes 2011 X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Laredo Petroleum Holdings, Inc. Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “X.X. XxxxxxUnderwriting Agreement”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employeeswith Laredo Petroleum Holdings, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”Inc., as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●], with copies to [●]. EXHIBIT B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $ $0.01 per share par value (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the undersigned will not, during the period ending 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. Notwithstanding the foregoing, the undersigned may make transfers of Common Stock as bona fide gifts, transfers by will or the laws of intestacy, transfers to family members (including to vehicles of which they are beneficial owners), transfers pursuant to domestic relations or court orders, or (in the case of corporations or other entities) transfers to affiliates, in each case so long as the transferee agrees to be bound by the restrictions set forth herein and such transfer is not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC, Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 180-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title: Exhibit B [Form of Press Release] Laredo Petroleum Holdings, Inc. [Date] Laredo Petroleum Holdings, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, the lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up letter dated , 2021 (restriction with respect to shares of the “Lock-up Letter”), executed Company’s common stock held by you in connection with such offering, and your request for a [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] dated will take effect on , 202120 , with respect and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit B to shares of Common Stock (the “Shares”).Underwriting Agreement

Pricing Information Provided Orally by Underwriters. Initial public Underwritten shares: [--] Option shares: [--] Public offering price per share: $ [ $[--] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx· Investor Presentations dated February-March, 2021 Exhibit A Akoya Biosciences, Inc. Pricing Term Sheet EXHIBIT A EGC – Testing the waters authorization Waters Authorization Letter (to To be delivered by the issuer Akoya Biosciences, Inc. to X.X. Xxxxxx in email or letter formSecurities LLC and Xxxxxx Xxxxxxx & Co. LLC via email) [--], 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 In reliance on Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxAkoya Biosciences, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) ), and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is solely administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer’s Chief Financial Officer. The Issuer has advised X.X. Xxxxxx and Xxxxxx Xxxxxxx that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, including communications that are contemplated by this authorization. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx and Xxxxxx Xxxxxxx, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx and Xxxxxx Xxxxxxx to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx and Xxxxxx Xxxxxxx. The Issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and Xxxxxx Xxxxxxx and their the affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of of: · [●***] at [●], with copies to [●]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up Akoya Biosciences, Inc. Public Offering of Common Stock X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock [--], 2021 20[--] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxAkoya Biosciences, Inc. (the “Company”) of [---] shares of common stock, $ $0.00001 par value (the “Common Stock”), of the Company and the lock-up letter dated [--], 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [--], 202120[--], with respect to [--] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per share: $ [ $[●] Number of Underwritten Shares: [ [●] Number of Option Shares: [ [●] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●To come] ANNEX Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – [Form of Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Confirmation] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxDeciphera Pharmaceuticals, LLC, which is to be converted into Deciphera Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxx Xxxxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Xxxxx Xxxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and Xxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●•] at [●], with copies to •]@xxxxxxxx.xxx and [●]•] at [•]@xxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Corporation Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxDeciphera Pharmaceuticals, Inc. (the “Company”) of ______ shares of common stock, $ $[0.01] par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ [Set out key information included in script that will be used by Underwriters to confirm sales] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx and Xxxxxxx Xxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxEvolent Health, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx Xxxxxxx, Sachs & Co. LLC (“Xxxxxx XxxxxxxXxxxxxx Xxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and Xxxxxxx Xxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx X. Smart at xxxxx.x.xxxxx@xxxxxxxx.xxx and to [●] at [●], with copies to [●]Xxxxxxx X. Xxxxxxxxx at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 2015 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxEvolent Health, Inc. (the “Company”) of [●] shares of Class A common stock, $ $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [●], 2021 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●], 20212015, with respect to [●] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial The number of Underwritten Shares purchased by the Underwriters is [ ]. The number of Option Shares is [ ]. The public offering price per share: $ share is $[ ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX ]. Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Investor presentation dated August 2020 Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxDyne Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective its affiliates and their respective employees, Xxxxxxxxx LLC and its affiliates and their respective employees (“Jefferies”), Xxxxx Xxxxxxx & Co. and its affiliates and their respective employees (“Piper”) and Xxxxxx, Xxxxxxxx & Company, Incorporated and its affiliates and their respective employees (“Stifel”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timeunder which they were made, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and its affiliates and their respective employees, Jefferies and its affiliates and their respective employees, Piper and its affiliates and their respective employees and Stifel and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, with copies to [●]Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxxx Xxxxx at xxxx.xxxxx@xxx.xxx and Nick Oust at xxxxx@xxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. XXXXXXXXX LLC Dyne Therapeutics, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxDyne Therapeutics, Inc. (the “Company”) of ______ shares of common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering Public Offering price per share: $ [ $[●] Number of Underwritten Shares: [ [●] Number of Option Shares: [ ] [Add any other pricing disclosure.●] ANNEX B Written Testing-the-Waters Communications [●Provided separately] ANNEX C XxxxxXxxx.xxx, Inc. NANO-X IMAGING LTD Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Cantor in email or letter form) Nano-X Imaging Ltd (the “Company”) is an “emerging growth company” (as that term is defined under the federal securities laws). In reliance connection with the initial public offering of the Company’s ordinary shares, par value NIS 0.01 per share (the “IPO”), you are hereby authorized to act on behalf of the Company to engage in oral or written communications with potential investors that are confirmed “qualified institutional buyers” or institutional “accredited investors” (as those terms are defined under the federal securities laws) for the purpose of determining whether such investors might have an interest in the Company’s contemplated IPO. Any such communications must be made in accordance with Section 5(d) of the Securities Act of 1933, as amended (amended. In addition, such communications must also comply with the “Act”), XxxxxXxxx.xxx, Inc. (provisions set forth in the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employeesUnderwriting Agreement relating to the IPO, to engage on behalf be entered into between the Company and the representative(s) of the Issuer in oral and several underwriters. Any such written communications (other than written communications relating to ministerial or organizational logistics such as date, time and location of meetings with potential investors) by you with potential investors that are “qualified institutional buyers”, as defined must be approved in Rule 144A under advance by the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”)Company. A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●], with copies to [●]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX up CANTOR XXXXXXXXXX & CO. LLC NANO-X IMAGING LTD Public Offering of Common Stock Ordinary Shares , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. NANO-X IMAGING LTD (the “Company”) of shares of common stockordinary shares, $ par value NIS 0.01 per share (the “Common StockOrdinary Shares”), of the Company and the lock-up letter dated , 2021 20[ ] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120[ ], with respect to shares of Common Stock Ordinary Shares (the “Shares”).. Cantor Xxxxxxxxxx & Co. hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20[ ]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. [Signature Page Follows] Yours very truly, CANTOR XXXXXXXXXX & CO. By: Name: Title: cc: Company Exhibit C Form of Press Release NANO-X IMAGING LTD [Date] NANO-X IMAGING LTD (the “Company”) announced today that Cantor Xxxxxxxxxx & Co., the book-running manager in the Company’s recent public sale of ordinary shares, is [waiving] [releasing] a lock-up restriction with respect to ordinary shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20[ ], and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT [provided separately] Exhibit E Form of Opinion of United States Counsel for the Company [provided separately] Exhibit F Form of Opinion of Israeli Counsel for the Company [provided separately] Exhibit G Form of Opinion of Intellectual Property Counsel for the Company

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ [Key information included in script that will be used by Underwriters to confirm sales] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●TBD] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT [None.] Annex D Form of Opinion of Intellectual Property Counsel for the Company Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxIntersect ENT, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxx Xxxxxxx & Co. LLC (the “Xxxxxx XxxxxxxRepresentatives”) and their respective affiliates and their such affiliates’ respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their respective affiliates and their such affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxx Xxxxxx at [●]xxxxxx.x.xxxxxx@xxxxxxxx.xxx and Xxxxxxx Xxxxx at x.xxxxxxx.xxxxx@xxx.xxx, with copies to [●]Xxxxxx Xxxxxxx at xxxxxx.xxxxxxx@xx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXX XXXXXXX & CO. LLC Corporation Public Offering of Common Stock , 2021 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxIntersect ENT, Inc. (the “Company”) of [ ] shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021201 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ [Set out key information included in script that will be used by Underwriters to confirm sales] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX Annex C XxxxxXxxx.xxxSpringWorks Therapeutics, Inc. Pricing Term Sheet EXHIBIT [To come] Annex D-1 Form of Opinion of Counsel for the Company [Circulated separately] Annex D-2 Form of Opinion of Intellectual Property Counsel for the Company [Circulated separately] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxSpringWorks Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”) and Xxxxxx Xxxxxxx ), Gxxxxxx Sxxxx & Co. LLC (“Goldman”) and Cxxxx and Company, LLC (“Cowen” and, together with J.X. Xxxxxx Xxxxxxxand Gxxxxxx, the “Representatives”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Executive Officer or Chief Operating Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Dxxxx Ke (dxxxx.xx@xxxxxxxx.xxx) at [●]J.X. Xxxxxx, with copies to [●]Jxxx Xxxxxxxxx (jxxx.xxxxxxxxx@xx.xxx) at Goldman and Jxxxx Xxxxxx (Jxxxx.Xxxxxx@xxxxx.xxx) at Cowen. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. up J.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX GXXXXXX SACHS & CO. LLC SpringWorks Therapeutics, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxSpringWorks Therapeutics, Inc. (the “Company”) of ______ shares of common stock, $ $___ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Public Offering Price: $[·] per share: $ [ ] Share Number of Underwritten Shares: [ [·] Number of Option Shares: [ [·] [Add any other pricing disclosure.] ANNEX Annex A-1 Annex B Written Testing-the-Waters Communications [●] ANNEX Management Presentation dated May 17, 2017 Management Presentation dated May 30, 2017 Document containing Business Section, Risk Factors, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements, dated May 15, 2017 Annex B-1 Annex C XxxxxXxxx.xxxDova Pharmaceuticals, Inc. Pricing Term Sheet EXHIBIT [To come, if applicable.] Annex C-1 Exhibit A EGC – Testing the — Testing-the-waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxDova Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. ), Xxxxxxxxx LLC (“Xxxxxx XxxxxxxJefferies”) and Leerink Partners LLC (“Leerink”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxxxxxx and their affiliates Leerink and their respective affiliates and employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and Xxxxxx Xxxxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Xxxxxx at [●]xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxx at xxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxx.xxx, with copies to [●]Xxxxxxxx Xxxx at xxxxx@xxxxxxxxx.xxx and Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-upup [·] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC [·] Dova Pharmaceuticals, Inc. Public Offering of Common Stock [·], 2021 2017 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxDova Pharmaceuticals, Inc. (the “Company”) of [·] shares of common stock, $ $[·] par value (the “Common Stock”), of the Company and the lock-up letter dated [·], 2021 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [·], 20212017, with respect to [·] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Public Offering Price: $26.00 per share: $ [ ] share Number of Underwritten Shares: [ ] 10,500,000 Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX 1,575,000 Annex B Written Testing-the-Waters Communications [●] ANNEX Investor presentation, dated February 2021. Investor presentation, dated June 2021. Annex C XxxxxXxxx.xxxIntapp, Inc. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxor in reliance on Rule 163B under the Act, Intapp, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), BofA Securities, Inc. (“Bank of America”) and Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC (“Xxxxxx XxxxxxxCredit Suisse”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Bank of America and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and Xxxxxx Xxxxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and Xxxxxx Xxxxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Bank of America and Credit Suisse and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Bank of America and Xxxxxx Xxxxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxx Xxx at [●]xxxx.xxx@xxxxxxxx.xxx and Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx; Xxxxxx Xxxxx at xxxxxx.xxxxx@xxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxx.xxx, with copies a copy to [●]Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxx.xxx; and Xxxxxxxx Acabbi at xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxx-xxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. LLC Intapp, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxIntapp, Inc. (the “Company”) of ______ shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated __________________, 202120__, with respect to ______shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per shareShare: $ [ ] $18.00 Number of Underwritten Shares: [ ] 6,944,445 Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX 1,041,666 Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxxDECIPHERA PHARMACEUTICALS, Inc. INC. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) Form of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes Lock-up Agreement X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Xxxxx and Company, LLC Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/x Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, New York 10022 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Re: Deciphera Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Representatives (“X.X. XxxxxxRepresentatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Deciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Common Stock, $0.01 par value per share, of the Company (the “Securities”). Capitalized terms used in this agreement (this “Lock-Up Agreement”) and Xxxxxx Xxxxxxx & Co. LLC not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this Lock-Up Agreement and ending 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“Xxxxxx XxxxxxxSEC”) and their respective affiliates and their respective employeessecurities which may be issued upon exercise of a stock option or warrant) (collectively the “Undersigned’s Shares”), or publicly disclose the intention to engage on behalf make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the Issuer economic consequences of ownership of the Undersigned’s Shares, whether any such transaction described in oral and written communications clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under respect to the Act, registration of any shares of Common Stock or institutions that are “accredited investors”, as defined in Regulation D under any security convertible into or exercisable or exchangeable for Common Stock or (4) publicly disclose the Act, intention to determine whether such investors might have an interest in do any of the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Actforegoing. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) undersigned acknowledges and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx that the foregoing precludes the undersigned from engaging in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event hedging or development as a result of which such Written Testing-the-Waters Communication included other transactions or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, arrangements (including, without limitation, any written communication containing only one short sale or more the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transactions or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the statements specified under Rule 134(aUndersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) under would be settled by delivery of the ActUndersigned’s Shares, in cash or otherwise. This authorization shall remain in effect until Notwithstanding the Issuer has provided foregoing, and subject to the conditions below, the undersigned may transfer the Undersigned’s Shares without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] at [●]Xxxxx and Company, with copies to [●]. EXHIBIT B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).with:

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per share: $ $[ l ] Number of [ l ] Underwritten Shares: Shares [ l ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Shares Annex B Written Testing-the-Waters Communications [●None] ANNEX C XxxxxXxxx.xxxSOVOS BRANDS, Inc. INC. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization TESTING-THE-WATERS AUTHORIZATION (to be delivered by the issuer Issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxSovos Brands, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) Securities, L.L.C. and Xxxxxx Xxxxxxx Sachs & Co. LLC (the “Xxxxxx XxxxxxxBookrunners”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). Any such communications must be made in accordance with Rule 163B under the Act. A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of as defined in Rule 405 under the Act. Each of the Bookrunners, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Securities, L.L.C. and Xxxxxx Xxxxxxx Sachs & Co. LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Securities, L.L.C. and Xxxxxx Xxxxxxx Sachs & Co. LLC and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Bookrunners and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxxxx Xxxxxxx at [●]xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxxxxxx at xxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxx Xxxx at xxxxxxx.xxxxxxxxxxx@xx.xxx and Xxx Xxxxxx at xxx.xxxxxx@xx.xxx, in each case with copies to [●]Xxxx Xxxxx at xxxx.xxxxx@xx.xxx, Xxx Xxxxxxx at xxx.xxxxxxx@xx.xxx, Xxxxx Xxxxx at xxxxx.xxxxx@xx.xxx and Xxxxx Xxxxxxxxxx at xxxxx.xxxxxxxxxx@xx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [•] Number of shares Option Shares: [ [•] shares Public Offering Price Per Share: $[Add any other pricing disclosure.•] ANNEX Annex B Written Testing-the-Waters Communications Investor Presentation dated [●] •], 2021 ANNEX C XxxxxXxxx.xxxCYTEIR THERAPEUTICS, Inc. INC. Pricing Term Sheet EXHIBIT [None.] Annex C-1 Annex D [Form of Opinion of Counsel for the Company] Annex D-1 Annex E [Form of Opinion of Intellectual Property Counsel for the Company] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) ). In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxCyteir Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and ), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and BofA Securities, Inc. (“BofA” and, together with X.X. Xxxxxx and Xxxxxx Xxxxxxx, the “Representatives”) and their respective affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Representatives, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer, provided, however, that no such approval shall be required for any written communication (i) that is administrative in nature (i.e., scheduling meetings), (ii) that solely contains information already contained in a communication previously approved by the Issuer and/or (iii) that is limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing-the-Waters Communication). The Issuer has advised the Representatives that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) ). The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their respective affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx and Xxxxx Xxxxxx at xxx.xxxxxx@xxxx.xxx, with copies to [●]Yasin Keshvargar at xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxx Nekou at xxxxx.xxxxx@xxxxxxxxx.xxx and Xxxxxxxxx Xxxxxx at xxxxxxxxx.xxxxxx@xxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXX XXXXXXX Xxxxxx Xxxxxxx & CO. Co. LLC BofA Securities, Inc. Cyteir Therapeutics, Inc. Public Offering of Common Stock [•], 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxCyteir Therapeutics, Inc. (the “Company”) of [•] shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated [•], 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [releasewaiver][release] dated [•], 202120[•], with respect to [•] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. hereby agree to [waive][release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [•], 20[•]; provided, however, that such [waiver][release] is conditioned on the Company announcing the impending [waiver][release] by press release through a major news service at least two business days before effectiveness of such [waiver][release]. This letter will serve as notice to the Company of the impending [waiver][release]. Except as expressly [waived][released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of X.X. Xxxxxx Securities LLC Representative] [Name of X.X. Xxxxxx Securities LLC Representative] [Signature of Xxxxxx Xxxxxxx & Co. LLC Representative] [Name of Xxxxxx Xxxxxxx & Co. LLC Representative] [Signature of BofA Securities, Inc. Representative] [Name of BofA Securities, Inc. Representative] cc: Company Exhibit C [Form of Press Release] Cyteir Therapeutics, Inc. [Date] Cyteir Therapeutics, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., the joint book-running managers in the Company’s recent public sale of [•] shares of common stock, is [waiving][releasing] a lock-up restriction with respect to [•] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on [•], 20[•], and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT March 26, 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Cyteir Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), with Cyteir Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Securities”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably would be expected to violate this Letter Agreement. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [•] Number of Option Shares: [ [•] Public Offering Price Per Share: $[Add any other pricing disclosure.•] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxxCentury Therapeutics, Inc. Pricing Term Sheet EXHIBIT [None] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. J.X. Xxxxxx Securities LLC, BofA Securities, Inc., SVB Leerink LLC and Pxxxx Xxxxxxx & Co. in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxCentury Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC, BofA Securities, Inc., SVB Leerink LLC (“X.X. Xxxxxx”) and Xxxxxx Pxxxx Xxxxxxx & Co. LLC (the “Xxxxxx XxxxxxxRepresentatives”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●Fxxxxxxx Dagruma] at [●fxxxxxxx.xxxxxxx@xxxxxxxx.xxx], [Axxxxx Xxxx] at [axxxxx.xxxx@xxxx.xxx], Pxxxxxx Xxxxxx at pxxxxxx.xxxxxx@xxxxxxxxxx.xxx and [Mxxxx Xxxxxx] at [mxxxx.xxxxxx@xxx.xxx] with copies CC to [●]Rxxxxxx X. Xxxxxxxxx, Xx. EXHIBIT at rxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx, Arisa Akashi at axxxx.xxxxxx@xxxxxxxxx.xxx and Axxxxxxx Xxxxxxx at axxxxxxx.xxxxxxx@xxxxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up] X.X. up J.X. XXXXXX SECURITIES LLC XXXXXX BOFA SECURITIES, INC. SVB LEERINK LLC PXXXX XXXXXXX & CO. LLC Century Therapeutics, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxCentury Therapeutics, Inc. (the “Company”) of ______ shares of common stock, $ $___ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [•] Number of shares Option Shares: [ [•] shares Public Offering Price Per Share: $[Add any other pricing disclosure.•] ANNEX Annex B Written Testing-the-Waters Communications [●•] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the Waters Authorization Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxLexeo Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. Leerink Partners LLC (the “Xxxxxx XxxxxxxRepresentatives”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] of: Xxxxx Xx at [●]xxxxx.xx@xxxxxxxx.xxx and Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with copies to [●]Xxxxxx Xxxxxx at Xxxxxx.Xxxxxx@xxxxxxxxxxxxxxx.xxx and Xxx Xxxxxx at xxxxxxxxx@xxxxxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LEERINK PARTNERS LLC Lexeo Therapeutics, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxLexeo Therapeutics, Inc. (the “Company”) of [•] shares of common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated [•], 2021 2023 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [•], 20212023, with respect to [•] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [—] Number of shares Option Shares: [ [—] shares Public Offering Price Per Share: $[Add any other pricing disclosure.—] ANNEX II. Issuer Free Writing Prospectus(es) None Annex B Written Testing-the-Waters Communications [●] ANNEX 2019 Investor Presentations, dated as of April 2019 and May 2019 Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxStoke Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) ), Xxxxx and Xxxxxx Xxxxxxx & Co. Company, LLC (“Xxxxxx XxxxxxxCowen”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and the Representatives, neither the Issuer nor any of the Representatives (nor any of the other underwriters for the proposed transaction) will send or give to any potential investor any Written Testing-the-Waters Communication, other than such Testing-the-Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing-the-Waters Communications) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxx and Credit Suisse and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Cowen and Xxxxxx Xxxxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] of: • Xxxxx Ke at [●], with copies to [●]. EXHIBIT Xxxxx.Xx@xxxxxxxx.xxx • Xxxxxx Xxxxx at Xxxxxx.Xxxxx@xxxxx.xxx • Xxxx Xxxx at Xxxx.Xxxx@xxxxxx-xxxxxx.xxx • Xxxxxx Xxxxxxxxxxx at Xxxxxx.Xxxxxxxxxxx@xxxxxxxxx.xxx • Xxxxxxxx Xxxx Lan at Xxxxxxxx.Xxx@xxxxxxxxx.xxx Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXX XXXXXXX & CO. Xxxxx and Company, LLC Credit Suisse Securities (USA) LLC Stoke Therapeutics, Inc. Public Offering of Common Stock [—], 2021 20[—] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxStoke Therapeutics, Inc. (the “Company”) of [—] shares of common stock, $ $[—] par value (the “Common Stock”), of the Company and the lock-up letter dated [—], 2021 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [—], 202120[—], with respect to [—] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per sharePublic Offering Price Per Share: $ [ ] $29.00 Number of Underwritten SharesShares Purchased by the Underwriters: [ ] 6,896,552 Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX 1,034,482 Annex A-1 Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxRubius Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Guggenheim Securities, LLC (collectively, the “X.X. XxxxxxBookrunners”) ), and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and each of their respective employees and affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Bookrunners and each of their respective employees and affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, with copies Xxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxx.Xxxxx@xxxxxxxxxxxxxxxxxx.xxx. FORM OF LOCK-UP AGREEMENT _________________, 2021 X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 to [●]. EXHIBIT B [Form of Waiver of Lock-up] the Underwriting Agreement referred to below c/o X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXX XXXXXXX & CO. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Rubius Therapeutics, Inc. --- Public Offering of Common Stock , 2021 [Name Ladies and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).Gentlemen:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [____] Number of Option Shares: [ [____] Public Offering Price: $[Add any other pricing disclosure.____] ANNEX Annex B Written Testing-the-Waters Communications [●] Testing-the-Waters Presentation dated June 2020. ANNEX C XxxxxXxxx.xxxiTeos Therapeutics, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxiTeos Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx its affiliates and their respective employees, SVB Leerink LLC (“SVB Leerink”) and its affiliates and their respective employees and Xxxxx Xxxxxxx & Co. LLC (“Piper” and, together with X.X. Xxxxxx Xxxxxxxand SVB Leerink, the “Representatives”) and their respective its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(192(a}(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and its affiliates and their respective employees, SVB Leerink and its affiliates and their respective employees and Piper and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, with copies to [●]Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxxx.xxxxxxx@xxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. SVB LEERINK LLC iTeos Therapeutics, Inc. Public Offering of Common Stock , 2021 2020 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxiTeos Therapeutics, Inc. (the “Company”) of ______ shares of common stock, $ $___ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Price per share: $ [ $[•] Number of shares: [•] Underwritten Shares: [ Shares plus [•] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Shares Annex B Written Testing-the-Waters Communications None Annex C-1 FORM OF OPINION OF COUNSEL FOR THE COMPANY [●TO COME] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Annex C-2 FORM OF 10B-5 LETTER OF COUNSEL FOR THE COMPANY [TO COME] Annex C-3 FORM OF OPINION OF DELAWARE COUNSEL FOR THE COMPANY AND THE SELLING STOCKHOLDER [TO COME] Annex C-4 FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY Annex C-5 FORM OF OPINION OF COUNSEL FOR THE SELLING STOCKHOLDER [TO COME] Annex D Lock-up Signatories BCP IV GrafTech Holdings LP Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxx X. Xxxxx Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. GrafTech International Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx XxxxxxxCredit Suisse”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial potential public secondary offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Credit Suisse and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●·] at [●·], with copies a copy to [●·] at [·] and [·] at [·] and [·] at [·] and [·] at [·], with a copy to [·] at [·] and [·] at [·]. EXHIBIT B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. CREDIT SUISSE SECURITIES (USA) LLC GrafTech International Ltd. Public Offering of Common Stock , 2021 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. GrafTech International Ltd. (the “Company”) of shares of common stock, $ $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20212018, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering [The price per share: $ share of the Company’s Common Stock is $[ ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure].] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX None. Annex B-1 Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT None. Annex C-1 Annex D-1 Form of Opinion of Counsel for the Company [Circulated separately] Xxxxx X-0 Form of Intellectual Property Opinion of Counsel for the Company [Circulated separately] Exhibit A EGC – Form of Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxPenumbra, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC Xxxxx Incorporated (“Xxxxxx XxxxxxxXxxxxxx Xxxxx”) and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and Xxxxxxx Xxxxx and each of their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxx Xxxxxxx, X.X. Xxxxxx at [●]xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx and Xxxxxx Xxx, Xxxxxxx Xxxxx at xxxxxx.xxx@xxxx.xxx, with copies to [●]Xxxxxx Xxxxx, Xxxxxxx Procter LLP at xxxxxx@xxxxxxxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX XXXXXXX & CO. LLC XXXXX INCORPORATED Penumbra, Inc. Public Offering of Common Stock , 2021 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxPenumbra, Inc. (the “Company”) of shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of X.X. Xxxxxx Securities LLC Representative] [Name of X.X. Xxxxxx Securities LLC Representative] [Signature of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Representative] [Name of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Representative] cc: Company Exhibit C Form of Press Release Penumbra, Inc. [Date] Penumbra, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT , 2015 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Penumbra, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Penumbra, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period (the “Restricted Period”) ending one hundred and eighty (180) days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock, in each case, as currently held or hereafter acquired, (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [●] Number of shares Option Shares: [ [●] shares Public Offering Price Per Share: $[Add any other pricing disclosure.●] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX C XxxxxXxxx.xxxXxxxx X Xxx Xxxxxx Health, Inc. Pricing Term Sheet EXHIBIT [None] Annex D-1 Form of Regulatory Opinion of Counsel for the Company . Xxxxx X-0 Form of Opinion of Counsel For The Selling Stockholders Exhibit A Testing the Waters Authorization EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC, and Xxxxxx Xxxxxxx & Co. LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxOak Street Health, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) ), Xxxxxxx Xxxxx & Co. LLC (“Goldman”), and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx XxxxxxxMS”) and their respective affiliates and their respective employeesemployees (“Authorized Persons”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and X.X. Xxxxxx, Xxxxxxx and MS neither the Issuer nor any Authorized Person will send or give to any potential investor any Written Testing-the Waters Communication. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxx, and Xxxxxx Xxxxxxx MS in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxx and Xxxxxx Xxxxxxx MS and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their its affiliates and their respective employees, Goldman and its affiliates and their respective employees, MS and its affiliates and their respective employees and Xxxxxxx Xxxxx and its affiliates and their respective employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Goldman, MS and Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Xxxxxx at [●]xxxxx.xxxxxx@xxxxxxxx.xxx, with copies to [●]. EXHIBIT Xxxxxxxx Xxxxxxx at Xxxxxxxx.xxxxxxx@xx.xxx, and Xxxxx Xxxxxx at Xxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).Agreement

Pricing Information Provided Orally by Underwriters. Initial public offering price per sharePublic Offering Price: $ [ ] Number of Underwritten SharesADSs: [ ] Number of Option SharesADSs: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX C XxxxxXxxx.xxx, Inc. Molecular Partners AG Pricing Term Sheet EXHIBIT [None.] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. Molecular Partners AG (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. ), SVB Leerink LLC (“SVB Leerink”), Xxxxx and Company, LLC (“Cowen”), Xxxxxx Xxxxxxx& Co U.S.A., Inc. (“Xxxxxx & Co”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Cowen and Xxxxxx Xxxxxxx & Co in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Cowen and Xxxxxx Xxxxxxx & Co and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx Xxxxxxx and their affiliates & Co and their respective affiliates and employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, SVB Leerink, Cowen and Xxxxxx Xxxxxxx & Co a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Xx at [●]xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxxxxx.xxx, Xxxxxx Xxxxx at xxxxxx.xxxxx@xxxxx.xxx with copies to [●]Xxxxx Xxxxxxxxxx at xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxxx at Xxxxxxx.Xxxxxxx@xxxxxx.xxx with copies to xxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. SVB LEERINK LLC XXXXX AND COMPANY, LLC Corporation Public Offering of Common Stock American Depositary Shares , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. Molecular Partners AG (the “Company”) of ______ American Depositary Shares, representing _____ com-mon shares with a nominal value of common stock, $ par value CHF 0.10 each (the “Common Stock”), Shares’) of the Company (the “ADSs”) and the lock-up letter dated dated__________________, 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 2021, with respect to shares of Common Stock (the “Shares”)______ ADSs.

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [●] Number of Option Shares: [ [●] Public Offering Price Per Share: [Add any other pricing disclosure.●] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on either Section 5(d) of the Securities Act of 1933, as amended (the “Act”)) or Rule 163B under the Act, XxxxxXxxx.xxxNuvalent, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxx and Company, LLC (“Cowen”) and Xxxxxx Xxxxx Xxxxxxx & Co. LLC (“Xxxxxx XxxxxxxPiper”) ), and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. In addition, the Issuer agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Authorized Underwriters. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify each of X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify each of X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxxx and each of their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to each of X.X. Xxxxxx Xxxxxx, Cowen and Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, with copies to [●]Xxxxx Xxxxxx at Xxxxx.Xxxxxx@xxxxx.xxx and Xxxxxxx Xxxxxxx at Xxxxxxx.Xxxxxxx@xxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. LLC Nuvalent, Inc. Public Offering of Common Stock , 2021 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxNuvalent, Inc. (the “Company”) of [●] shares of common stock, $ par value $0.0001 per share (the “Common Stock”), of the Company and the lock-up letter agreement dated [●], 2021 (the “Lock-up LetterAgreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●], 2021, with respect to [●] shares of Common Stock (the “Shares”). X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx Co. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective [●], 2021; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Agreement shall remain in full force and effect. Yours very truly, X.X. XXXXXX SECURITIES LLC By: Name: Title: XXXXX AND COMPANY, LLC By: Name: Title: XXXXX XXXXXXX & CO. By: Name: Title: cc: Company Exhibit C Form of Press Release Nuvalent, Inc. [Date] Nuvalent, Inc. (the “Company”) announced today that certain book-running managers in the Company’s recent public sale of [●] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to [●] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], 2021, and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT , 2021 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Xxxxx Xxxxxxx & Co. 1251 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Re: Nuvalent, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Nuvalent, Inc. a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the Shares (as defined in the Underwriting Agreement), which consists of Class A common stock, par value $0.0001 per share of the Company (the “Class A Common Stock”), or to the extent shares are purchased by entities affiliated with Deerfield Healthcare Innovations Fund, L.P. or Deerfield Private Design Fund IV, L.P., Class B common stock, par value $0.001 per share of the Company (together with Class A Common Stock, the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Shares, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., on behalf of the Underwriters, the undersigned will not, and, [to the extent the undersigned is not (i) an investment company (a “‘40 Act Fund”) registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), advised or controlled by multiple investment managers or the investment manager of such ‘40 Act Fund, (ii) an investment fund that is exempt from the registration requirements under the Investment Company Act and managed by an investment advisor registered with the SEC pursuant to the Investment Company Act, or (iii) an affiliate of the entities described in clauses (i) and (ii) (clauses (i), (ii) and (iii) collectively, “Specified Persons”),] will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities [(other than an Underwritten Sale in connection with a Triggering Release (as defined herein))], or (4) publicly disclose the intention to do any of the foregoing. [For the avoidance of doubt, to the extent the undersigned has demand and/or piggyback registration rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the foregoing shall not prohibit the undersigned from notifying the Company privately that it is or will be exercising its demand and/or piggyback registration rights following the expiration of the Restricted Period and undertaking preparations related thereto; provided that the foregoing notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement with the Securities and Exchange Commission or any other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Restricted Period (and no such filing, confidential submission, public announcement or activity shall be voluntarily made or taken by the undersigned, the Company or any third party during the Restricted Period without the prior written consent of the Representatives).] The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in, or , to the extent the undersigned is not a Specified Person, directing any affiliate to engage in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. [The undersigned further confirms that neither the undersigned nor, to the extent the Undersigned is not a Specified Person, any of its affiliates, is a party, as of the date hereof, to a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period.] Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Initial public Public offering price per shareShare: $ [ 🌑 ] Number of Underwritten Shares: [ 🌑 ] Number of Option Shares: [ 🌑 ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act. Annex B Annex C XxxxxXxxx.xxx, Ceridian HCM Holding Inc. Pricing Term Sheet EXHIBIT [TO COME] Annex C Annex D Form of Opinion of Counsel for the Company [TO COME] Annex D Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended 1933 (the “Act”), XxxxxXxxx.xxx, Ceridian HCM Holding Inc. (the “Issuer”) hereby authorizes Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and their affiliates and respective employees (“X.X. XxxxxxAuthorized Persons”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Testing the Waters Communications”). A “Written Testing-As previously discussed, it is our and your expectation that, unless otherwise approved by the Waters Communication” means Issuer, Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, neither the Issuer nor any Testing-the-Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication within the meaning of communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the ActAct (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx and Xxxxxx Xxxxxxx Securities LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx and Xxxxxx Xxxxxxx Securities LLC a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●[ 🌑 ] at [●[ 🌑 ], with copies to [●[ 🌑 ]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COup CERIDIAN HCM HOLDING INC. LLC Public Offering of Common Stock , 2021 [ 🌑 ] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Ceridian HCM Holding Inc. (the “Company”) of [ 🌑 ] shares of common stock, $ $[ 🌑 ] par value (the “Common Stock”), of the Company and the lock-up letter dated April [ 🌑 ], 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021[ 🌑 ], with respect to [ 🌑 ] shares of Common Stock (the “Shares”).. Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [ 🌑 ]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of Representatives] [Name of Representatives] cc: Company Exhibit C Form of Press Release Ceridian HCM Holding Inc. [ 🌑 ] Ceridian HCM Holding Inc. (“Company”) announced today that Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, the lead book-running managers in the Company’s recent public sale of [ 🌑 ] shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to [ 🌑 ] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [ 🌑 ], and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT April [ 🌑 ], 2018 XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Ceridian HCM Holding Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”) , (1) 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, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:

Pricing Information Provided Orally by Underwriters. Initial public Public offering price per share: $ [ ] $46.00 Number of Underwritten Shares: [ ] 9,000,000 Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT 1,350,000 Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to Xxxxxxx Xxxxx, X.X. Xxxxxx and BofA in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxDuck Creek Technologies, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Sachs & Co. LLC (“Xxxxxxx Xxxxx”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC ), BofA Securities, Inc. (“Xxxxxx XxxxxxxBofA”) ), and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the contemplated public offering of the Issuer’s contemplated initial public offering common stock (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify Xxxxxxx Xxxxx, X.X. Xxxxxx and Xxxxxx Xxxxxxx BofA in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify Xxxxxxx Xxxxx, X.X. Xxxxxx and Xxxxxx Xxxxxxx BofA and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of Xxxxxxx Xxxxx, X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates BofA and their respective affiliates and employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to Xxxxxxx Sachs, X.X. Xxxxxx and Xxxxxx Xxxxxxx BofA a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●name of Xxxxxxx Sachs banker] at [●xxxxx@xx.xxx], [name of JPM banker] at [xxxxx@xxxxxxxx.xxx] and [name of BofA banker] at [xxxxx@xxxx.xxx], with copies to [as applicable]. Exhibit B FORM OF LOCK-UP AGREEMENT [●], 2021 XXXXXXX XXXXX & CO. EXHIBIT B [Form of Waiver of Lock-up] LLC X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Xxxxx & CO. Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Duck Creek Technologies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives of Common Stock the several underwriters named in Schedule 1 to the Underwriting Agreement (as defined below) (the “Underwriters”), 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxDuck Creek Technologies, Inc. Inc., a Delaware corporation (the “Company”) and the selling stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the Underwriters of shares of common stockCommon Stock, $ par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up LetterSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, acting as representatives of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on the date that is 60 days from the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), executed (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, (i) any Securities or (ii) any securities convertible into or exercisable or exchangeable for Common Stock, options or warrants to purchase Securities which may be deemed to be beneficially owned by you the undersigned in connection accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and Securities which may be issued upon exercise of a stock option or warrant) (any such offeringsecurities described in this clause (1), and your request the “Restricted Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Restricted Securities, in cash or otherwise or (3) make any demand for a [waiver] [release] dated , 2021, or exercise any right with respect to shares the registration of any Restricted Securities, or publicly disclose the intention to undertake any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Restricted Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock (or other securities of the “Shares”).Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing. The undersigned represents and warrants that the undersigned is not currently, and has not caused or directed any of its affiliates to be or become, a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any of the foregoing during the Restricted Period. Notwithstanding the foregoing, the terms of this Letter Agreement shall not apply to or prohibit:

Pricing Information Provided Orally by Underwriters. Initial public offering price Price to the public: $[●] per share: $ [ ] Number of share • Underwritten Shares: [ [●] Number of • Option Shares: [ [●] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Form of Opinion of Intellectual Property Counsel for the Company [To come.] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxIntersect ENT, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx XxxxxxxRepresentatives”) and their respective affiliates and their such affiliates’ respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Representatives and their respective affiliates and their such affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxx Xxxxxx at xxxxxx.x.xxxxxx@xxxxxxxx.xxx and [●], with copies to [●]Xxxxxx Xxxxxxx at xxxxxx.xxxxxxx@xx.xxx. EXHIBIT Exhibit B [Form of Waiver of LockFORM OF LOCK-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).UP AGREEMENT

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [●] Number of shares Option Shares: [ [●] shares Public Offering Price Per Share: $[Add any other pricing disclosure.●] ANNEX Annex B Written Testing-the-Waters Communications [●] November 2022 Testing the Waters Presentation. ANNEX C XxxxxXxxx.xxx, SONDORS Inc. Pricing Term Sheet EXHIBIT [None.] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Lake Street Capital Markets, LLC in email or letter form) In reliance on Section 5(d) of Rule 163B under the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, SONDORS Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities Lake Street Capital Markets, LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx XxxxxxxLake Street”) and their respective affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Lake Street agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Lake Street and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Lake Street and their its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Lake Street a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Jxxx Xxxxxxxxxxx at [●]jxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx, with copies to [●]Jxxxxxxx Xxxxxxxxx at jxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES up LAKE STREET CAPITAL MARKETS, LLC XXXXXX XXXXXXX & CO. LLC SONDORS Inc. Public Offering of Common Stock , 2021 20____ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, SONDORS Inc. (the “Company”) of ______ shares of common stock, $ $___ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).. Lake Street Capital Markets, LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 20__; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, LAKE STREET CAPITAL MARKETS, LLC By: Name: Title: cc: SONDORS Inc. Exhibit C Form of Press Release SONDORS Inc. [Date] SONDORS Inc. (the “Company”) announced today that Lake Street Capital Markets, the representative of the underwriters in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ____________________, 20__, and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT Lock-Up Agreement Date: ____________________ Lake Street Capital Markets, LLC 900 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 As the Representative of the Several underwriters named in Schedule I to the Underwriting Agreement Ladies and Gentlemen: As an inducement to Lake Street Capital Markets, LLC to execute an underwriting agreement (the “Underwriting Agreement”) on its behalf and in its capacity as representative (the “Representative”) of the several underwriters named in Schedule I thereto for a public offering (the “Offering”) of certain securities (the “Securities”) of SONDORS Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative (which consent may be withheld in its sole discretion) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not:

Pricing Information Provided Orally by Underwriters. Initial public offering price per sharePublic Offering Price Per Share: $ $[ · ] Number of Underwritten SharesShares Purchased by the Underwriters: [ · ] Number of Option Shares: [ · ] [Add any other pricing disclosure.] ANNEX Annex A-1 Annex B Written Testing-the-Waters Communications [●Company Presentation dated [ · ] ANNEX 2020] Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Axcella Health Inc. Shares of Common Stock Issuer: Axcella Health Inc. Symbol: AXLA Size (Pre-Greenshoe): $[ · ] Total Underwritten Shares Offered by Issuer: [ · ] shares of common stock Option Shares Offered by Issuer: [ · ] shares of common stock Price to Public: $[ · ] Trade Date: [ · ], 2020 Closing Date: [ · ], 2020 CUSIP No: 05454B 105 Underwriters: X.X. Xxxxxx Securities LLC SVB Leerink LLC Wedbush Securities Inc. Xxxx Capital Partners, LLC Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Axcella Health Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. SVB Leerink LLC (together, the “Xxxxxx XxxxxxxRepresentatives”) and their respective affiliates and their respective employeesemployees (collectively, “Authorized Persons”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in Regulation D (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, the Issuer or Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxxxxx.xxx. FORM OF LOCK-UP AGREEMENT FOR STOCKHOLDER ENTITIES AFFILIATED WITH FLAGSHIP PIONEERING, with copies INC. , 2020 X.X. Xxxxxx Securities LLC SVB Leerink LLC As Representatives of the several Underwriters listed in Schedule 1 to [●]. EXHIBIT B [Form the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o SVB Leerink LLC 1301 Avenue of Waiver of Lockthe Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Axcella Health Inc. -up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC — Public Offering of Common Stock , 2021 [Name Ladies and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. (the “Company”) of shares of common stock, $ par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2021, with respect to shares of Common Stock (the “Shares”).Gentlemen:

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [•] Number of Option Shares: [ [•] Public Offering Price Per Share: $[Add any other pricing disclosure.•] ANNEX Annex B Written Testing-the-Waters Communications [●] Investor Presentation, dated February 10, 2021 Investor Presentation, dated February 11, 2021 Investor Presentation, dated February 12, 2021 Investor Presentation, dated February 17, 2021 Investor Presentation, dated February 22, 2021 Investor Presentation, dated February 24, 2021 ANNEX C XxxxxXxxx.xxx, Inc. LAVA Therapeutics B.V. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. LAVA Therapeutics B.V. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and its affiliates and their respective employees (“X.X. Xxxxxx”) ), Xxxxxxxxx LLC and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective its affiliates and their respective employeesemployees (“Jefferies”) and SVB Leerink LLC and its affiliates and their respective employees (collectively with X.X. Xxxxxx and Xxxxxxxxx, the “Representatives”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employeesthe Representatives, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of, as applicable, [name of [●JPM banker] at [●xxxxx@xxxxxxxx.xxx], with copies to [●as applicable]; [name of Jefferies banker] at [xxxxx@xxxxxxxxx.xxx], with copies to [as applicable]; and [name of SVB Leerink banker] at [xxxxx@xxxxxxxxxx.xxx], with copies to [as applicable]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC up LAVA Therapeutics B.V. Public Offering of Common Stock Shares [•], 2021 20[•] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx, Inc. LAVA Therapeutics B.V. (the “Company”) of shares of [•] common stockshares, $ par nominal value €0.12 (the “Common StockShares”), of the Company and the lock-up letter dated [•], 2021 20[•] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [•], 202120[•], with respect to shares of [•] Common Stock Shares (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ $[•] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●Testing-the-Waters Presentation dated [•] ANNEX 2019] Annex C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Form of Opinion of Counsel for the Company [To be provided separately] Exhibit A EGC – Testing the waters authorization Waters Authorization (to be delivered by the issuer Company to X.X. Xxxxxx and BofA Securities, Inc. in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxBRP Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. (“Xxxxxx XxxxxxxBofA Xxxxxxx Xxxxx”, and together with X.X. Xxxxxx, the “Authorized Underwriters”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”)) in the United States. A “Written Testing-the the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, written communications containing only one or more statements specified under Rule 134 under the Act and customary legal or regulatory legends or disclaimers. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it has not itself engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Authorized Underwriters. The Issuer also represents that, as of the date hereof, it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Authorized Underwriters in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication Communication, when taken together with the prospectus contained in the registration statement of the Issuer that was, at such time, the most recent registration statement of the Issuer that was confidentially submitted or filed with the U.S. Securities and Exchange Commission, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Authorized Underwriters and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, the Authorized Underwriters to engage in communications in which they could otherwise lawfully engage in the absence of absent this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Austin Rock at [●]xxxxxx.x.xxxx@xxxxxxxx.xxx and Xxxx Xxxxxx at xxxx.xxxxxx@xxxx.xxx, with copies to [●]Xxxxxx Xxx at xxxxxx.xxx@xxxxxxx.xxx, Xxx Xxxxxx at xxx.xxxxxx@xxxxxxxx.xxx and Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-upUp] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. LLC BRP Group, Inc. Public Offering of Common Stock [•], 2021 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxBRP Group, Inc. (the “Company”) of [•] shares of Class A common stock, $ $[•] par value per share (the “Common Stock”), of the Company and the lock-up letter dated [•], 2021 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [•], 20212019, with respect to [•] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [__] Number of shares Option Shares: [ [__] shares Public Offering Price Per Share: $[Add any other pricing disclosure.__] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX C XxxxxXxxx.xxx1Life Healthcare, Inc. Pricing Term Sheet EXHIBIT Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx1Life Healthcare, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC (“Xxxxxx Xxxxxxx”) ), and their respective the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing the Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided however, that no such approval shall be required for any written communication that is administrative in nature (i.e. scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their the affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxxxxx Xxxxxxx at [●]xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with copies to [●]Xxxxxx Xxxxxxxxxx at xxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx and Xxxxxx XxxXxxxx at xxxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxx X. Xxxxxxxxx at xxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxxx X. Xxxx at xxxxxx.xxxx@xxxxxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC 1Life Healthcare, Inc. Public Offering of Common Stock , 2021 2020 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxx1Life Healthcare, Inc. (the “Company”) of ______ shares of common stock, $ $___ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 202120__, with respect to ______ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Public Offering Price: $[●] per share: $ [ ] Share Number of Underwritten Shares: [ [●] Number of Option Shares: [ [●] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX Annex C XxxxxXxxx.xxxConstellation Pharmaceuticals, Inc. Pricing Term Sheet EXHIBIT [To come, if applicable] Annex D Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Counsel for the Company Annex E Form of Opinion of XxXxxxxx & English, LLP, Intellectual Property Counsel for the Company Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxConstellation Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. ), Xxxxxxxxx LLC (“Xxxxxx XxxxxxxJefferies”) and BMO Capital Markets, Inc. (“BMO”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx BMO in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and each of X.X. Xxxxxx, Jefferies or BMO in advance, neither the Issuer nor any of X.X. Xxxxxx, Jefferies or BMO will send or give to any potential investor any Written Testing-the-Waters Communication; provided, that this limitation shall not apply to any Written Testing-the-Waters Communication that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act therefor) any/or any customary legal or regulatory legends or disclaimers; provided, however, that any Written Testing-the-Waters Communication that is broadly disseminated to the public by X.X. Xxxxxx, Xxxxxxxxx or BMO shall be subject to the prior approval of the Issuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx BMO and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxxxxxx and their affiliates BMO and their respective affiliates and employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and Xxxxxx Xxxxxxx BMO a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxxx Ke at [●]xxxxx.xx@xxxxxxxx.xxx, Xxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxxx Xxxxx at xxxx.xxxxx@xxx.xxx, with copies to Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx, Xxxxxx Xxxxx at xxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxxxxxxxx Bloom at xxxxx.xxxxxxxxxxxxxxxx@xxx.xxx. Exhibit B Form of Press Release Constellation Pharmaceuticals, Inc. [Date] Constellation Pharmaceuticals, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, the lead book-running managers in the Company’s recent public sale of [●]] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to [●] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. EXHIBIT B The [Form waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of Waiver the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO1933, as amended. LLC Exhibit C Constellation Pharmaceuticals, Inc. Public Offering of Common Stock , 2021 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxConstellation Pharmaceuticals, Inc. (the “Company”) of shares of common stock, $ $[●] par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20212018, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications Annex C-1 [●Form of Opinion of Counsel for the Company] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT Annex C-2 [Form of Opinion of IP Counsel for the Company] Annex C-3 [Form of Opinion of Regulatory Counsel for the Company] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxSpark Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC (“Xxxxxx XxxxxxxCredit Suisse”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and Credit Suisse and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication authorized by the Issuer containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●[ ] at [●[ ] and [ ] at [ ], with copies to [●as applicable]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Public Offering of Common Stock Spark Therapeutics, 2021 Inc. , 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxSpark Therapeutics, Inc. (the “Company”) of shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ [Set out key information included in script that will be used by Underwriters to confirm sales] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●None] ANNEX Annex B-1 Annex C XxxxxXxxx.xxxBoot Barn Holdings, Inc. Pricing Term Sheet EXHIBIT [TO COME] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxBoot Barn Holdings, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx ), Xxxxx Xxxxxxx & Co. (“Piper”) and Xxxxxxxxx LLC (“Xxxxxx XxxxxxxJefferies”) and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and Xxxxxx Xxxxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of each of X.X. Xxxxxx, Xxxxxx Xxxxxxx Xxxxx and Xxxxxxxxx and each of their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Piper and Xxxxxx Xxxxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●·] at [●·], [·] at [·] and [·] at [·] with copies to [●·], [·] and [·]. EXHIBIT Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXX XXXXXXX & CO. XXXXXXXXX LLC Boot Barn Holdings, Inc. Public Offering of Common Stock , 2021 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxBoot Barn Holdings, Inc. (the “Company”) of shares of common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2021 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 202120 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price Public Offering Price: $[ 🌑 ] per share: $ [ ] share Number of Underwritten Shares: [ 🌑 ] Number of Option Shares: [ 🌑 ] [Add any other pricing disclosure.] ANNEX Annex B Written Testing-the-Waters Communications [●[ 🌑 ] ANNEX Annex C XxxxxXxxx.xxxIntapp, Inc. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxor in reliance on Rule 163B under the Act, Intapp, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), BofA Securities, Inc. (“Bank of America”) and Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC (“Xxxxxx XxxxxxxCredit Suisse”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Bank of America and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and Xxxxxx Xxxxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and Xxxxxx Xxxxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx Bank of America and Credit Suisse and their respective affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Bank of America and Xxxxxx Xxxxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●] Xxxx Xxx at [●]xxxx.xxx@xxxxxxxx.xxx and Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx; Xxxxxx Xxxxx at xxxxxx.xxxxx@xxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxx.xxx, with copies a copy to [●]Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxx.xxx; and Xxxxxxxx Acabbi at xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxx-xxxxxx.xxx. EXHIBIT Exhibit B [Form of Waiver of Lock-up] up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. LLC Intapp, Inc. Public Offering of Common Stock , 2021 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxIntapp, Inc. (the “Company”) of ______ shares of common stock, $ $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated __________________, 202120__, with respect to ______shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of [Underwritten Shares: [ [___] Number of shares Option Shares: [ [___] shares] Public Offering Price Per Share: $[Add any other pricing disclosure.___] ANNEX Annex B Written Testing-the-Waters Communications [●[ ] ANNEX Annex C XxxxxXxxx.xxxBright Health Group, Inc. Pricing Term Sheet EXHIBIT [___] Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC, Xxxxxx Xxxxxxx & Co. LLC and Barclays Capital Inc. in email or letter form) In reliance on Section 5(d) of Rule 163B under the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxBright Health Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and ), Xxxxxxx Xxxxx & Co. LLC (“Goldman”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Barclays Capital Inc. (“Barclays”) and their respective affiliates and their respective employeesemployees (collectively, the “Authorized Underwriters”), to engage on behalf of the Issuer in oral and written communications with potential investors that are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Authorized Underwriters, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer’s Chief Financial Officer, other than communications that are solely administrative in nature. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it is an “emerging growth company” as defined has not alone engaged in Section 2(a)(19any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectAuthorized Underwriters. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will reasonably promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Authorized Underwriters and will reasonably promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx the Authorized Underwriters and their affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●[ ] at [●[ ], [ ] at [ ] and [ ] at [ ], [ ] at [ ], and [ ] at [ ], with copies to [●[ ], [ ] and [ ]. EXHIBIT Exhibit B [Form of Waiver of Lock-upup [___] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Bright Health Group, Inc. Public Offering of Common Stock , 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by XxxxxXxxx.xxxBright Health Group, Inc. (the “Company”) of ______ shares of common stock, $ $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated dated__________________, 2021, with respect to ______ shares of Common Stock (the “Shares”).. [___] and [___] hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 2021; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [___] By: Authorized Signatory [___] By: Authorized Signatory cc: Bright Health Group, Inc. Exhibit C Form of Press Release Bright Health Group, Inc. [Date] Bright Health Group, Inc. (the “Company”) announced today that [___] and [___], book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ____________________, 2021, and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT

Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ [—] Number of Option Shares: [ [—] Public Offering Price per Share: $[Add any other pricing disclosure.—] ANNEX Annex B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT None. Exhibit A EGC – — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx the Representative in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxxOtonomy, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (the “X.X. XxxxxxRepresentative”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their its respective affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Representative agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representative in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, the Representative to engage in communications in which they it could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and Xxxxxx Xxxxxxx the Representative a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [●name] at [●email], with copies to [●as applicable]. EXHIBIT Exhibit B [Form of Waiver of LockFORM OF LOCK-up] X.X. UP AGREEMENT , 2015 X. X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Otonomy, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative of Common Stock the several Underwriters, 2021 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an Underwriting Agreement (the “Underwriting Agreement”) with the offering by XxxxxXxxx.xxxOtonomy, Inc. Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $ par value $0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the lock-up letter dated meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, 2021 and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC (the “Representative”), on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 90 days (the “Lock-up LetterPeriod”) after the date of the prospectus (the “Prospectus”) relating to the Public Offering (the “Public Offering Date”), executed by you in connection with such offering(1) offer, and your request for a [waiver] [release] dated pledge, 2021sell, with respect 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 for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “SharesEquity Securities”)., or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Equity Securities, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement; (B) Common Stock acquired in open market transactions on or after the Public Offering