Common use of Pricing Information Clause in Contracts

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2021 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 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical Concepts, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 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 and Xxxxxx Xxxxxxx & 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 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales●] Annex A Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex B Annex C Xxxxxx Medical ConceptsExpensify, Inc. Pricing Term Sheet [None. .] Annex C Exhibit A FORM OF LOCK-UP AGREEMENT [●]LOCK-UP AGREEMENT , 2021 X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXX XXXXXXX & CO. LLC Citigroup Global Markets Inc. 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 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical ConceptsExpensify, Inc. — --- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsExpensify, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 0.0001 per share the (“Class A 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 and Xxxxxx Xxxxxxx & 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 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 Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “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 option, restricted stock unit 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may:

Pricing Information. Number of Underwritten SharesFirm Shares to be Issued and Sold: [●] Number of Option Shares: [●] 13,333,333 Public Offering Price: $[●] per Share [Set out key information included in script that will 3.00 Underwriting Discounts & Commissions: 7.0% Number of Optional Shares to be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical ConceptsIssued and Sold: 2,000,000 Schedule II Schedule III Issuer General Use Free Writing Prospectuses None Schedule III Schedule IV Subsidiaries of the Company Subsidiary Name Ownership Jurisdiction of Incorporation Pipex Therapeutics, Inc. Pricing Term Sheet None. Wholly owned Delaware Effective Pharmaceuticals, Inc. Wholly owned Delaware Solovax, Inc. Majority-owned Delaware CD4 Biosciences, Inc. Majority-owned Delaware Epitope Pharmaceuticals, Inc. Majority-owned Delaware Healthmine, Inc. Wholly owned Delaware Putney Drug Corp. Wholly owned Delaware Synthetic Biomics, Inc. Majority-owned Nevada Schedule IV Exhibit A FORM OF LOCK-UP AGREEMENT [●]Wxxxxxx Xxxxx & Company, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC L.L.C. 200 Xxxx Xxxxx Xxxxxx Chicago, Illinois 60606 As Representatives Representative of the several Underwriters listed to be named in Schedule 1 to the within-mentioned 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 Re: Xxxxxx Medical ConceptsProposed Public Offering by Synthetic Biologics, Inc. — Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that youundersigned, as representatives a securityholder of Synthetic Biologics, Inc., a Nevada corporation (the “RepresentativesCompany”), understands that Wxxxxxx Xxxxx & Company, L.L.C. (“Wxxxxxx Xxxxx”) of the several Underwriters, propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc., a Delaware corporation the Company providing for the public offering of shares (the “CompanyShares”) and of the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Company’s common stock, par value $0.001 per share (the (“Common Stock”), . In recognition of the Company (benefit that such an offering will confer upon the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration undersigned as a securityholder of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCompany, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees with each underwriter to be named in the Underwriting Agreement (the “Underwriters”) that, during a period commencing on the date hereof and ending on the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersWxxxxxx Xxxxx, the undersigned will not, and will not cause any direct directly 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”)indirectly, (1i) 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, lendfor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock (including without limitationStock, Common Stock whether now owned or such other securities which may be deemed to be beneficially owned hereafter acquired by the undersigned in accordance or with respect to which the rules and regulations undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) foregoing (collectively with the Common Stockcollectively, the “Lock-Up Securities”), ) or (2ii) enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Lock-Up Securities, whether any such swap or 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 Common Stock 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 Securitiessecurities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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, and subject to the conditions below, the undersigned maymay transfer the Lock-Up Securities without the prior written consent of Wxxxxxx Xxxxx, provided that (1) Wxxxxxx Xxxxx receives a signed lock-up agreement for the balance of the Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are 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, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers:

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each Annexon TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical ConceptsAnnexon, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT , 20[●], 2021 🌑] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. XXXXX AND COMPANY, 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 Morgan Xxxxxxx & Co. BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical ConceptsAnnexon, Inc. (the “Company”) — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 the (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein in this letter agreement (this “Letter Agreement”) 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 and Xxxxxx Xxxxxxx & Co. LLC 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”) 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 Lock-Up 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 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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:the

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical ConceptsORIC Pharmaceuticals, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2021 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COCITIGROUP GLOBAL MARKETS INC. 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 000 380 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Citigroup Global Markets Inc. 380 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 520 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical ConceptsORIC Pharmaceuticals, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsORIC Pharmaceuticals, Inc., a Delaware corporation Inc. (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 0.0001 per share 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 LLC, Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx & Co. Xxxxxxxxx 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 180 days after the date set forth on the cover 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 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 (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively collectively, the “Other Securities,” and together with the Common Stock, the “Lock-Up Lockup 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 Lockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Common Stock or Other Securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Lockup Securities, or (4) publicly disclose the intention to do undertake any of the foregoing. The undersigned acknowledges and agrees that foregoing (and, for the foregoing precludes avoidance of doubt, the undersigned from engaging hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any hedging or other transactions or arrangements (includingagreement, 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 understanding or defined) designed otherwise, including any stockholders or intendedregistration rights agreement or similar agreement, to which the undersigned is a party or under which could reasonably the undersigned is entitled to any right or benefit), in each case other than the Securities to be expected to lead to or result in, a sale or disposition or transfer (whether sold 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with pursuant to 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 PeriodUnderwriting Agreement. Notwithstanding the foregoing, the undersigned maymay transfer the undersigned’s Common Stock or Other Securities:

Pricing Information. Number of Underwritten SharesFirm Stock to be Sold: [●] Number of Option Shares2,490,612 shares Optional Stock: [●] Public 373,592 shares Offering Price: $[●] 6.60 per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 share Underwriting Discounts and Commissions: 5.7% Estimated Net Proceeds to the Underwriting Company (after underwriting discounts and commissions, but before transaction expenses): $7,275,242.55 Estimated Net Proceeds to the Selling Shareholders (after underwriting discounts and commissions): $8,225,828.42 Schedule III SCHEDULE IV General Use Free Writing Prospectuses As filed on EXXXX on September 11, 2013. EXHIBIT A Form of Lock-Up Agreement referred to below c/o X.X. September ___, 2013 Cxxxx-Xxxxxx Securities Capital Group LLC 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxxx Xxx XxxxXxxxxxxxxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX Xxxxxxxxx 00000 Re: Xxxxxx Medical Concepts, Neonode Inc. — Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that you, as representatives (This Agreement is being delivered to you in connection with the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, between Neonode Inc., a Delaware corporation (the “Company”), and Cxxxx-Xxxxxx Capital Group LLC (“C-H” or, the “Underwriter”) and the Selling Stockholders listed on Schedule 2 other parties thereto (if any), relating to the Underwriting Agreement, providing for the initial proposed public offering (the “Public Offering”) by of shares of 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”)Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration , and in light of the Underwriters’ agreement to purchase and make benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the SecuritiesCompany, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees with the Underwriter that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersC-H, the undersigned will not, and will not cause any direct directly 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”)indirectly, (1i) offer, sell, assign, transfer, 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 indirectlypublicly announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including 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 promulgated under the Securities and Exchange Commission and securities which Act of 1934, as the same may be issued upon exercise of a stock option amended or warrantsupplemented from time to time (the “Exchange Act”)(such shares, the “Beneficially Owned Shares”)) (collectively with the or securities convertible into or exercisable or exchangeable for Common Stock, the “Lock-Up Securities”), (2ii) enter into any hedgingswap, swap hedge or other similar agreement or transaction arrangement that transfers, transfers in whole or in part, any the economic risk of ownership of the economic consequences Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of ownership disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the Lock-Up SecuritiesPeriod, whether any such transaction described in clause (1) or (2ii) above is prior to be settled by delivery the expiration of the Lock-Up SecuritiesPeriod, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration Company announces that it will release earnings results during the 16-day period beginning on the last day of any the Lock-Up SecuritiesPeriod, or (4) publicly disclose the intention Lock-Up Period shall be extended and the restrictions imposed by this Agreement shall continue to do any apply until the expiration of the foregoing18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or the occurrence of a material event, as applicable, unless C-H waives, in writing, such extension. The undersigned acknowledges and hereby agrees that the foregoing precludes the undersigned from that, prior to engaging in any hedging transaction 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 taking any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected action that is subject to lead the terms of this Agreement during the period from the date hereof to or result in, a sale or disposition or transfer (whether by and including the undersigned or any other person) 34th day following the expiration of any economic consequences of ownership, in whole or in part, directly or indirectly, of any the initial Lock-Up SecuritiesPeriod, whether any it will give notice thereof to the Company and will not consummate such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of take any such action unless it has received written confirmation from the Company that the Lock-Up Securities, in cash or otherwisePeriod (as such may have been extended pursuant to the terms of this Agreement) has expired. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with restrictions set forth in 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 mayimmediately preceding paragraph shall not apply to:

Pricing Information. Number of Underwritten Shares: [●•] Number of Option Shares: [●•] Public Offering Price: $[●•] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Erasca - Testing-the-Waters Presentation Dated May 2021 and June 2021 Annex C Xxxxxx Medical ConceptsErasca, Inc. Pricing Term Sheet None. [TO COME] Exhibit A FORM OF LOCK-UP AGREEMENT [●•], 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, 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: Xxxxxx Medical ConceptsErasca, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsErasca, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 0.0001 per share (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 and LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. 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 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 6.50 per Share [Set out key information included in script that will be used by Underwriters to confirm sales] share Number of Underwritten Shares Offered: 4,650,000 shares Underwriting Discount: 6.0% Closing Date: April 29, 2015 Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit B-1 EXHIBIT A FORM OF LOCK-UP AGREEMENT [●]April ___, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX 2015 CANACCORD GENUITY INC. LADENBURG TXXXXXXX & CO. LLC INC. As Representatives of the several Several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxCanaccord Genuity Inc. 90 Xxxx Xxxxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx00xx Xxxxx Xxxxxx, XX Xxxxxxxxxxxxx 00000 Re: Xxxxxx Medical Concepts, Lipocine Inc. — Initial --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Lipocine Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.0001 par value $0.001 per share the (“Common Stock”)share, of the Company (the “SecuritiesCommon 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 SecuritiesCommon 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 and Xxxxxx Xxxxxxx & Co. LLC 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 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up 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 ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (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 SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, 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 without the prior written consent of the Representatives, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up SecuritiesPeriod). Furthermore, or (4) publicly disclose notwithstanding 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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 restrictions imposed by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoingAgreement, 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 (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering; or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Pricing Information. Number of Underwritten Shares: [●] 8,000,000 Number of Option Shares: [●] 1,200,000 Public Offering Price: $[●] 19.00 per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit A [FORM OF LOCK-UP AGREEMENT [●]AGREEMENT] , 2021 2023 Xxxxxxx Xxxxx & Co. LLC X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXX XXXXXXX As Representatives of the several Underwriters listed in Schedule 1 hereto c/x Xxxxxxx Xxxxx & CO. Co. LLC 000 Xxxx Xxxxxx New York, New York 10282-2198 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 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 Re: Xxxxxx Medical ConceptsEngageSmart, Inc. — Initial --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsEngageSmart, Inc., a Delaware corporation (the “Company”) ), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares 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 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 xxxxxx agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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 180 75 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 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 for, or exercise any right with respect to to, the registration of any Lock-Up Securities, Securities or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned or any of its affiliates 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 Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.50 per Share [Set out key information included Unit Number of Units Offered: 32,000,000 Units (consisting of (i) 32,000,000 shares of Common Stock (or Series C Warrants to purchase Common Stock at an exercise price of $0.50 per share in script that will be used by Underwriters lieu of shares of Common Stock); and (ii) Series A Warrants to confirm sales] purchase 32,000,000 shares of Common Stock at an exercise price of $0.60 per share Underwriting Discount: 6.0% Closing Date: July 8, 2015 Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit B-1 EXHIBIT A FORM OF LOCK-UP AGREEMENT [●]July 6, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC 2015 Canaccord Genuity Inc. As Representatives 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 Xxxx00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 ReRE: Xxxxxx Medical Concepts, EnteroMedics Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, EnteroMedics Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 $0.001 per share the (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). 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 SecuritiesCommon Stock and Warrants, 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 and Xxxxxx Xxxxxxx & Co. LLC the Representative 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 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up 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 ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (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 SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, 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 without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up SecuritiesPeriod). Furthermore, or (4) publicly disclose notwithstanding 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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 restrictions imposed by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoingAgreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Pricing Information. Number of Underwritten Shares: [●•] Number of Option Shares: [●•] Public Offering Price: $[●•] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex ANNEX C Xxxxxx Medical ConceptsEngageSmart, Inc. Pricing Term Sheet [None] Annex D [Form of Opinion of Counsel for the Company] Exhibit A Testing the waters authorization (Provided under separate cover) Exhibit B [Form of Waiver of Lock-up] EngageSmart, 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 EngageSmart, 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”). [ ] 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, [Signature of Representatives] [Name of Representatives] cc: Company Exhibit C Form of Press Release EngageSmart, Inc. [Date] EngageSmart, Inc. (“Company”) announced today that [ ], 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. 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 A D FORM OF LOCK-UP AGREEMENT [●], 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX SACHS & 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 c/o Morgan Xxxxxxx Goldman Sachs & Co. LLC 0000 Xxxxxxxx LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000 Re: Xxxxxx Medical ConceptsEngageSmart, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsEngageSmart, Inc., a Delaware corporation (together with its predecessor entity, EngageSmart, LLC, the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares 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 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 and Xxxxxx Xxxxxxx Sachs & Co. LLC 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 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 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 for, or exercise any right with respect to 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 or any of its affiliates 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Sachs & Co. LLC 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, at the commencement of the third Trading Day after the Company announces its earnings (which for this purpose shall not include “flash” numbers or preliminary, partial earnings) by a press release issued through a major news service or on a Form 10-Q or 10-K for the first completed quarterly period (the “First Post-Offering Earnings Release”) following the most recent period for which financial statements are included in the Prospectus (the “First Post-IPO Quarter”), if the undersigned may:is an Employee Stockholder, subject to compliance with applicable securities laws including without limitation Rule 144 promulgated under the Securities Act, 20% of the undersigned’s shares of Common Stock that are subject to the 180-day restrictions set forth in this Lock-Up Agreement, which percentage shall be calculated based on the number of the undersigned’s shares of Common Stock (including Other Included Securities) subject to such restrictions as of the last day of the First Post-IPO Quarter (or another recent date as determined in the sole discretion of the Company), will be automatically released from such restrictions (the “Employee Early Lock-Up Expiration Date”). The Company shall announce by a press release issued through a major news service or on a Form 8-K, any Employee Early Lock-Up Expiration Date at least two full Trading Days prior to the opening of trading on the Employee Early Lock-Up Expiration Date.

Pricing Information. Number of Underwritten Shares: [●] 4,761,905 Number of Option Shares: [●] 714,285 Public Offering Price: $[●] 21.00 per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] dated February 2023. Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●•], 2021 2023 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 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical Concepts, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 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 xxxxxx agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & 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 180 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, 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.65 per Share [Set out key information included in script that will be used by Underwriters Unit Number of Units Offered: 25,384,616 Series A Units (consisting of (i) 25,384,616 shares of Common Stock and (ii) Series J Warrants to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Conceptspurchase 12,692,310 shares of Common Stock) Series J Warrant Exercise Price $0.80 per share Underwriting Discount: 5.5% Closing Date: December 6, Inc. Pricing Term Sheet None. Exhibit 2016 EXHIBIT A FORM OF LOCK-UP AGREEMENT [●]_______________, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC 2016 Canaccord Genuity Inc. As Representatives Representative of the several Several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx99 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 ReRE: Xxxxxx Medical ConceptsPalatin Technologies, Inc. — Initial --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsPalatin Technologies, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 $0.001 per share the (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). 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 SecuritiesCommon Stock and Warrants, 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 and Xxxxxx Xxxxxxx & Co. LLC the Representative 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 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up 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 ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (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 SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, 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 without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up SecuritiesPeriod). Furthermore, or (4) publicly disclose notwithstanding 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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 restrictions imposed by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoingAgreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] The combined offering price per Share [Set out key information included in script that will be used by Underwriters and accompanying Warrant is $0.84. The combined offering price per Pre-Funded Warrant and accompanying Warrant is $0.83. The Company is selling 24,761,905 Shares. The Company is selling Pre-Funded Warrants to confirm sales] purchase up to an aggregate of 3,809,523 shares of Common Stock. The Company is selling Warrants to purchase up to an aggregate of 28,571,428 shares of Common Stock. Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical ConceptsSangamo Therapeutics, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●]_____________, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX 2024 BARCLAYS CAPITAL INC. CANTOR XXXXXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Placement Agents c/o X.X. Xxxxxx Securities LLC Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10019 c/o Morgan Xxxxxxx Cantor Xxxxxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx000 Xxxx 00xx Xxxxxx New York, XX 00000 Re: Xxxxxx Medical Concepts, Inc. — Initial Public Offering New York 10022 Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several UnderwritersPlacement Agents, propose to enter into an underwriting placement agent agreement (the “Underwriting Placement Agent Agreement”) with Xxxxxx Medical ConceptsSangamo Therapeutics, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)Company, of common stock, par value $0.001 0.01 per share the (“Common Stock”)share, of the Company (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants” and, together with the Common Stock, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Placement Agent Agreement. In consideration of order to induce Barclays Capital Inc. and Cantor Xxxxxxxxxx & Co. (each, a “Placement Agent” and together, the Underwriters’ agreement “Placement Agents”) to purchase and make act as Placement Agents for the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedOffering, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersPlacement Agents, 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 90 days after the date of the final prospectus relating to the Public Offering hereof (the “Prospectus”) (such period, the “Restricted Lock-Up 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 now or hereafter by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (such shares or securities, the “Beneficially Owned Shares”) 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 engage in any hedging or other transactions transaction or arrangements 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) which is designed or intended, to or which reasonably could reasonably be expected to lead to or result inin a sale, a sale loan, pledge or other disposition or transfer (whether by the undersigned or any someone other person) than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up SecuritiesBeneficially Owned Shares, whether any such transaction described in clause (1) or arrangement (or instrument provided for thereunder2) would above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (3) make any demand for or exercise any right with respect to the details registration of any transaction the undersignedshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) otherwise publicly announce any of its affiliatesintention to engage in or cause any action, is a party to as of the date hereofactivity, 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 foregoingor arrangement described in clause (1), the undersigned may(2) or (3) above, in each case other than:

Pricing Information. Number of Underwritten Firm Shares: [●] 14,000,000 Number of Option Firm Warrants: 14,000,000 Number of Optional Shares: [●] 2,100,000 Number of Optional Warrants: 2,100,000 Public Offering PricePrice per combination of one Share and one Warrant: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters 2.50 Exercise Price of Warrant: $3.10 Schedule C Permitted Section 5(d) Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCKEXHIBIT A-1A Exhibit A-1B Exhibit B Form of Lock-UP AGREEMENT [●]up Agreement October 6, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX Xxxxxxxxxx & 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 Co., LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx As Representative of the several Underwriters RE: Osmotica Pharmaceuticals plc (the “Company”) Ladies & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical Concepts, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives Company proposes to conduct a public offering (the “RepresentativesOffering”) of ordinary shares, nominal value $0.01 (the several Underwriters“Shares”), propose to enter of the Company for which X.X. Xxxxxxxxxx & Co., LLC will act as the Representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 Company with respect to the Underwriting Agreement, providing Offering. Annex A sets forth definitions for the initial 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 the (“Common Stock”), of the Company (the “Securities”). Capitalized capitalized terms used herein and in this letter agreement that are not otherwise defined shall have the meanings set forth in the Underwriting Agreementbody of this agreement. Those definitions are a part of this agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securitiesforegoing, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, subject to the exceptions set forth in this letter agreement, the undersigned will not (and will cause any Family Member not to), without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersRepresentative, 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 withhold its consent in its sole discretion: · Sell or Offer to be Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) 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 Stocksuch Family Member, the “Lock-Up Securities”), (2) · enter into any hedgingSwap, 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 for, or exercise any right with respect to to, the registration under the Securities Act of the offer and sale of any Lock-Up Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (4or an amendment or supplement thereto) with respect to any such registration, or · publicly disclose the announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement, if applicable. In addition, the foregoing restrictions shall not apply to: (i) sales of Shares acquired in the Offering or in open market transactions after the completion of the Offering; (ii) the transfer of Shares or Related Securities by gift; (iii) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or the legal representative, heir or beneficiary of the undersigned; (iv) the transfer of Shares or Related Securities to a Family Member or a trust whose beneficiaries consist exclusively of one or more of the undersigned acknowledges and/or a Family Member; (v) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or any Family Member; (vi) distributions of the undersigned’s Shares or Related Securities to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned; (vii) transfers or dispositions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) to (vi); (viii) transfers by operation of law, including pursuant to a domestic order or negotiated divorce settlement; (ix) transfers pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Shares; (x) transfers to the Company or its affiliates upon death, disability or termination of employment of the undersigned; or (xi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned or to any investment fund or other entity controlled or managed by, or under common control or management as, the undersigned; provided, however, that in any such case set forth in (ii) through (vii) and (xi) above, it shall be a condition to such transfer that each transferee executes and delivers to the Representative an agreement in form and substance reasonably satisfactory to the Representative stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); provided further that in any such case set forth in (i) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares compared to the amount disclosed in the undersigned’s Form 3 under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made; and provided further that in any such case set forth in (ii), (iv) through (vii) and (xi) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5) reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made unless such filing indicates in the footnotes thereto that the foregoing precludes filing relates to a gift, estate planning transaction, distribution to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned, or a transfer to an affiliated entity, as applicable, and that no Shares were sold to the public by the reporting person and the Shares remain subject to a lock-up agreement with the underwriters of the Offering. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned from engaging in may (i) exercise an option to subscribe for Shares granted under any hedging share option, share bonus, employee share purchase or other transactions share incentive plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for any transfers of Shares or arrangements Related Securities during the Lock-up Period, (iii) sell, transfer or dispose of Shares or Related Securities during the Lock-up Period in accordance with a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date hereof, provided that such plan has been provided or made available to the Representative and any filing under Section 16(a) of the Exchange Act as a result of such sales, transfers or dispositions will contain a footnote disclosing that such sales, transfers or dispositions were made in accordance with a trading plan pursuant to Rule 10b5-1 or (iv) transfer Shares or Related Securities (A) as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause (B) shall be subject to the restrictions set forth in this letter agreement, or (C) pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any short sale lock-up, voting or similar agreement pursuant to which the purchase undersigned may agree to transfer, sell, tender or sale ofotherwise dispose of any Shares or other such securities in connection with such transaction, or entry intovote any Shares or other such securities in favor of any transaction); provided that in the event that such tender offer, any put merger, consolidation or call optionother such transaction is not completed, 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 such securities held by the undersigned shall remain subject to the provisions of this letter agreement; provided further that, in the case of a transfer pursuant to clause (A) or any other person(B) above, if the undersigned is required to make a filing under Section 16(a) of any economic consequences the Exchange Act reporting a reduction in beneficial ownership of ownership, in whole or in part, directly or indirectly, of any Shares during the Lock-Up Securitiesup Period, whether any the undersigned shall include a statement in such transaction report to the effect that the purpose of such transfer was to cover tax or arrangement (or instrument provided for thereunder) would be settled by delivery strike price obligations of Lock-Up Securities, the undersigned in cash or otherwiseconnection with such exercise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC also agrees and Xxxxxx Xxxxxxx & Co. LLC consents to the entry of stop transfer instructions with the details Company’s transfer agent and registrar against the transfer of any transaction Shares or Related Securities held by the undersigned, or any of its affiliatesif any, is a party except in compliance with the foregoing restrictions. With respect 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 foregoingOffering only, the undersigned may:waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. Notwithstanding anything herein to the contrary, if (a) the initial closing of the Offering has not occurred prior to November 13, 2021, (b) after being executed, the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be issued thereunder, (c) the Company notifies the underwriters in writing that it does not intend to proceed with the Offering, or (d) the Company withdraws the Registration Statement related to the Offering, then this letter agreement shall terminate and the undersigned shall be released from all obligations hereunder upon the earliest to occur of the events specified above. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions other than New York General Obligations Laws Sections 5-1401 and 5-1402. Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity)

Pricing Information. Number of Underwritten Firm Shares: [●] Number of Option 19,866,397 Repurchase Shares: [●] 10,466,397 Public Offering PricePrice Per Share: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Concepts56.00 Settlement Date: March 6, Inc. Pricing Term Sheet None. Exhibit 2024 EXHIBIT A FORM OF LOCK-UP AGREEMENT [●](SELLING STOCKHOLDER) FORM OF LOCK-UP AGREEMENT _____________, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC 2024 BofA Securities, Inc. As Representatives Representative of the several Underwriters listed in Listed on Schedule 1 I 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 Re: Xxxxxx Medical ConceptsBofA Securities, Inc. — Initial Public Offering One Bryant Park New York, New York 10036 Ladies and Gentlemen: The undersigned understands that youBofA Securities, Inc., as representatives representative (the “RepresentativesRepresentative”) of the several Underwriters), propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc.AppLovin Corporation, a Delaware corporation (the “Company”), and KKR Denali Holdings L.P. (the “Selling Stockholder”), providing for the offering (the “Offering”) and by the Selling Stockholders Stockholder to the several Underwriters listed on Schedule 2 I to the Underwriting Agreement, providing for including the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement Representative (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.001 0.00003 per share the (“Common Stock”)share, of the Company (the “SecuritiesClass A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of To induce the Underwriters’ agreement Underwriters that may participate in the Offering to purchase and make continue their efforts in connection with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedOffering, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC the Representative, on behalf of the Underwriters, the undersigned it will not, and will not cause any direct or indirect affiliate publicly disclose an intention to, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) and ending at on and including the close of business 180 days 60th day after the date of the final prospectus relating to the Public Offering (the “Prospectus”) Prospectus (such period, the “Restricted Period,” and the date of such prospectus supplement, the “Offering Date”)) relating to the Offering, (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 $0.00003 per share, of the Company (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned 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 arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, (3) make other than any demand for or exercise any right with respect shares of Common Stock sold to the registration of any Lock-Up SecuritiesUnderwriters pursuant to the Underwriting Agreement, if any, or (4) publicly disclose the intention to do any of the foregoingas otherwise provided herein. 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 shares of ownershipCommon Stock, in whole or in partsecurities convertible into or exercisable or exchangeable for shares of Common Stock, directly or indirectly, of any Lock-Up Securities, whether even if any such sale or disposition transaction or arrangement (or instrument provided for thereunder) transactions would be settled made or executed by delivery or on behalf of Lock-Up Securities, in cash or otherwisesomeone other than the undersigned. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with restrictions in 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 mayforegoing paragraph shall not apply:

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] None. Annex C Xxxxxx Medical ConceptsORIC Pharmaceuticals, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●]LOCK-UP AGREEMENT , 2021 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COCITIGROUP GLOBAL MARKETS INC. 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 Morgan Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical ConceptsORIC Pharmaceuticals, Inc. Inc.— Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsORIC Pharmaceuticals, Inc., a Delaware corporation Inc. (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 0.0001 per share 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 LLC, Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx & Co. Xxxxxxxxx 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 180 75 days after the date set forth on the cover 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, hedge, 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 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 (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively collectively, the “Other Securities,” and together with the Common Stock, the “Lock-Up Lockup 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 Lockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Common Stock or Other Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Lockup Securities, or (4) publicly disclose the intention to do undertake any of the foregoing. The undersigned acknowledges and agrees that foregoing (and, for the foregoing precludes avoidance of doubt, the undersigned from engaging hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any hedging or other transactions or arrangements (includingagreement, 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 understanding or defined) designed otherwise, including any stockholders or intendedregistration rights agreement or similar agreement, to which the undersigned is a party or under which could reasonably the undersigned is entitled to any right or benefit), in each case other than the Securities to be expected to lead to or result in, a sale or disposition or transfer (whether sold 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with pursuant to 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 PeriodUnderwriting Agreement. Notwithstanding the foregoing, the undersigned maymay transfer the undersigned’s Common Stock or Other Securities:

Pricing Information. Number of Underwritten Shares: [●•] Number of Option Shares: [●•] Public Offering Price: $[●•] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.CARGO Therapeutics – Testing-the-Waters Presentation] Annex C Xxxxxx Medical ConceptsCARGO Therapeutics, Inc. Pricing Term Sheet [None. .] Annex C-1 Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2021 2023 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. XXXXXXXXX LLC XXXXX AND COMPANY, 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 XxxxNew York, XX 00000 NY 10179 c/o Morgan x Xxxxxxxxx LLC 000 Xxxxxxx & Co. Xxxxxx New York, NY 10022 c/x Xxxxx and Company, LLC 0000 Xxxxxxxx Xxx Xxxx000 Xxxxxxxxx Xxxxxx New York, XX 00000 NY 10022 Re: Xxxxxx Medical ConceptsCARGO Therapeutics, Inc. — —- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsCARGO Therapeutics, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 (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 and Xxxxxx Xxxxxxx & Co. LLC 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 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] 0.675 per Share [Set out key information included in script that will be used by Underwriters Series A Unit and $0.665 per Series B Unit Number of Series A Units Offered: 11,481,481 Series A Units (consisting of (i) 11,481,481 shares of Common Stock and (ii) Series H Warrants to confirm sales] Annex purchase 8,611,112 shares of Common Stock) Number of Series B Written TestingUnits Offered: 2,218,045 Series B Units (consisting of (i) 2,218,045 pre-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Conceptsfunded Series I Warrants and (ii) Series H Warrants to purchase 1,663,534 shares of Common Stock) Series H Warrant Exercise Price $0.70 per share Series I Warrant Exercise Price: $0.01 per share Underwriting Discount: 6.0% Closing Date: August 4, Inc. Pricing Term Sheet None. Exhibit 2016 EXHIBIT A FORM OF LOCK-UP AGREEMENT [●____], 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC 2016 Canaccord Genuity Inc. As Representatives 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 Xxxx90 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 ReRE: Xxxxxx Medical ConceptsPalatin Technologies, Inc. — Initial --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsPalatin Technologies, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 $0.001 per share the (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”) and Warrants to purchase Common Stock (the “Warrants”). 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 SecuritiesCommon Stock and Warrants, 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 and Xxxxxx Xxxxxxx & Co. LLC the Representative 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 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up 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 ), or publicly disclose the Common Stockintention to make any offer, the “Lock-Up Securities”)sale, pledge or disposition, (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 SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, 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 without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up SecuritiesPeriod). Furthermore, or (4) publicly disclose notwithstanding 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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 restrictions imposed by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoingAgreement, the undersigned may:, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (iii) sell shares of Common Stock pursuant to the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (a “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 if such filing is required by the Exchange Act, or a filing on Form 4 reporting a sale of Common Stock pursuant to a 10b5-1 Plan).

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] 10x Genomics Testing-the-Waters Presentation dated September 2020. Annex C Xxxxxx Medical Concepts10x Genomics, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2021 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. XXXXX AND COMPANY, 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 Morgan Xxxxxxx & Co. BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical Concepts10x Genomics, Inc. — Initial (the “Company”) —Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial 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 0.00001 per share 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 and Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not[, and will not cause any direct or indirect affiliate to, to,]1 during the period beginning on from and including the date of this letter agreement (this “Letter 1 Not to be included in the lock-up agreement for Xxxxx Xxxxxxx or Venrock and affiliated entities. Agreement”) and ending at the close of business 180 60 days after the date set forth on the cover 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, hedge, 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 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 (the “SEC”) and securities which may be issued upon exercise of a stock option or warrantwarrant [, however expressly excluding any Common Stock or such other securities held by Venrock Associates VI, L.P., Venrock Partners VI, L.P., Venrock Management VI, LLC, or Venrock Partners Management VI, LLC (individually and collectively, “Venrock”) which are subject to a letter agreement in substantially similar form of this Letter Agreement (including without limitation Common Stock specifically permitted to be transferred or otherwise disposed of in numbered clause (12) of such letter agreement) (collectively the “Venrock Letter Agreement”)]2 ) (the “Other Securities” and together 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 SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securitiesshares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly disclose the intention to do undertake any of the foregoing, in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. 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 of any shares of Common Stock, or transfer (whether securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. The undersigned represents and warrants that the undersigned is not, has not caused or directed any other of its affiliates to be or become, and is not aware of any of its affiliates being, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this Letter Agreement during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of any economic consequences the Exchange Act of ownership1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a letter agreement in whole or in partsubstantially the same form as this Letter Agreement, beneficially owns, directly or indirectly, 50% or more of any Lock-Up Securitiesthe common equity interests, whether any such transaction or arrangement (50% or instrument provided for thereunder) would be settled by delivery more of Lock-Up Securitiesthe voting power, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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 maymay transfer or otherwise dispose of the undersigned’s Lock-Up Securities:

Pricing Information. Number of Underwritten Shares: [●] 5,000,000 Number of Option Shares: [●] 750,000 Public Offering Price: $[●] 30.00 per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex A Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] None. Annex B Annex C Xxxxxx Medical ConceptsBiomea Fusion, Inc. Pricing Term Sheet None. Annex C Exhibit A FORM OF LOCK-UP AGREEMENT [●•], 2021 2023 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COCITIGROUP GLOBAL MARKETS INC. 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 XxxxNew York, XX 00000 NY 10179 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxCitigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx New York, XX 00000 NY 10013 Re: Xxxxxx Medical ConceptsBiomea Fusion, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsBiomea Fusion, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 0.0001 per share (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 and Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. 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 60 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, 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. 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. Number of Underwritten SharesFirm Shares to be Issued and Sold: [●] Number of Option Shares: [●] 6,000,000 Public Offering Price: $[●] per Share [Set out key information included 2.50 Underwriting Discounts & Commissions: 6.5% Number of Optional Shares to be Issued and Sold: 900,000 Schedule II Schedule III Issuer General Use Free Writing Prospectuses None. Schedule III Schedule IV Subsidiaries of the Company Hxxxxx Technologies Company d/b/a Hxxxxx Technologies of Tennessee incorporated in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Conceptsthe State of Tennessee Hxxxxx Holdings, Inc. Pricing Term Sheet Noneincorporated in the State of Nevada Safety Hi-Tech USA, LLC, a Delaware limited liability company, of which Hxxxxx Holdings, Inc. owns 50% of the equity. Exhibit A FORM OF LOCK-UP AGREEMENT [●]Wxxxxxx Xxxxx & Company, 2021 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC L.L.C. 200 Xxxx Xxxxx Xxxxxx Chicago, Illinois 60606 As Representatives Representative of the several Underwriters listed to be named in Schedule 1 to the within-mentioned 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 Re: Xxxxxx Medical ConceptsProposed Public Offering by Hxxxxx Technologies, Inc. — Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that youundersigned, as representatives a security holder of Hxxxxx Technologies, Inc., a New York corporation (the “RepresentativesCompany”), understands that Wxxxxxx Xxxxx & Company, L.L.C. (“Wxxxxxx Xxxxx”) of the several Underwriters, propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Concepts, Inc., a Delaware corporation the Company providing for the public offering of shares (the “CompanyShares”) and of the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Company’s common stock, par value $0.001 per share (the (“Common Stock”), . In recognition of the Company (benefit that such an offering will confer upon the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration undersigned as a security holder of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCompany, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees with each underwriter to be named in the Underwriting Agreement (the “Underwriters”) that, except as otherwise provided herein, during a period commencing on the date hereof and ending on the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersWxxxxxx Xxxxx, the undersigned will not, and will not cause any direct directly 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”)indirectly, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, option or right or warrant to purchase, lendfor the sale of, or otherwise dispose of or transfer or dispose any shares of, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock (including without limitationStock, Common Stock whether now owned or such other securities which may be deemed to be beneficially owned hereafter acquired by the undersigned in accordance or with respect to which the rules and regulations undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) foregoing (collectively with the Common Stockcollectively, the “Lock-Up Securities”), ) or (2ii) enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Lock-Up Securities, whether any such swap or 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 Common Stock 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 Securitiessecurities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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, and subject to the conditions below, the undersigned maymay transfer the Lock-Up Securities during the Lock-Up Period without the prior written consent of Wxxxxxx Xxxxx, provided that (1) Wxxxxxx Xxxxx receives a signed lock-up agreement for the balance of the Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are 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, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers:

Pricing Information. Number of Underwritten SharesFirm Stock to be Sold: [●] Number of Option Shares4,000,000 shares Optional Stock: [●] Public 600,000 shares Offering Price: $[●] 4.00 per Share [Set out key information included in script that will be used by Underwriters share Underwriting Discounts and Commissions: 7% Estimated Net Proceeds to confirm sales] Annex B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex C Xxxxxx Medical Conceptsthe Company (after underwriting discounts and commissions, Inc. Pricing Term Sheet but before transaction expenses): $11,160,000 Estimated Net Proceeds to the Selling Shareholders (after underwriting discounts and commissions): $3,720,000 SCHEDULE III General Use Free Writing Prospectuses None. Exhibit Schedule III EXHIBIT A FORM OF LOCKForm of Lock-UP AGREEMENT [●]Up Agreement Xxxxx and Company, 2021 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 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX Xxxx 00000 Re: Xxxxxx Medical ConceptsNeonode, Inc. — Initial Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that you, as representatives (This Agreement is being delivered to you in connection with the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with Xxxxxx Medical Conceptsbetween Neonode, Inc., a Delaware corporation (the “Company”), and Xxxxx and Company, LLC (“Cowen” or, the “Underwriter”) and the Selling Stockholders listed on Schedule 2 other parties thereto (if any), relating to the Underwriting Agreement, providing for the initial proposed public offering (the “Public Offering”) by of shares of 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”)Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration , and in light of the Underwriters’ agreement to purchase and make benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the SecuritiesCompany, and for other good and valuable consideration consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees with the Underwriter that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersCowen, the undersigned will not, and will not cause any direct directly 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”)indirectly, (1i) offer, sell, assign, transfer, 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 indirectlypublicly announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including 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 promulgated under the Securities and Exchange Commission and securities which Act of 1934, as the same may be issued upon exercise of a stock option amended or warrantsupplemented from time to time (the “Exchange Act”)(such shares, the “Beneficially Owned Shares”)) (collectively with the or securities convertible into or exercisable or exchangeable for Common Stock, the “Lock-Up Securities”), (2ii) enter into any hedgingswap, swap hedge or other similar agreement or transaction arrangement that transfers, transfers in whole or in part, any the economic risk of ownership of the economic consequences Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of ownership disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the Lock-Up SecuritiesPeriod, whether any such transaction described in clause (1) or (2ii) above is prior to be settled by delivery the expiration of the Lock-Up SecuritiesPeriod, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration Company announces that it will release earnings results during the 16-day period beginning on the last day of any the Lock-Up SecuritiesPeriod, or (4) publicly disclose the intention Lock-Up Period shall be extended and the restrictions imposed by this Agreement shall continue to do any apply until the expiration of the foregoing18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or the occurrence of a material event, as applicable, unless Cowen waives, in writing, such extension. The undersigned acknowledges and hereby agrees that the foregoing precludes the undersigned from that, prior to engaging in any hedging transaction 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 taking any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected action that is subject to lead the terms of this Agreement during the period from the date hereof to or result in, a sale or disposition or transfer (whether by and including the undersigned or any other person) 34th day following the expiration of any economic consequences of ownership, in whole or in part, directly or indirectly, of any the initial Lock-Up SecuritiesPeriod, whether any it will give notice thereof to the Company and will not consummate such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of take any such action unless it has received written confirmation from the Company that the Lock-Up Securities, in cash or otherwisePeriod (as such may have been extended pursuant to the terms of this Agreement) has expired. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with restrictions set forth in 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 mayimmediately preceding paragraph shall not apply to:

Pricing Information. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex ANNEX B Written Testing-the-Waters Communications • [To list each TTW presentation used in TTW meetings.] Annex Outreach email from X.X. Xxxxxx Securities LLC to certain qualified institutional buyers and/or institutional accredited investors on July 18, 2023 • Neumora - Testing-the-Waters Presentation ANNEX C Xxxxxx Medical ConceptsNeumora Therapeutics, Inc. Pricing Term Sheet None. Exhibit Annex C-1 EXHIBIT A FORM OF LOCKForm of Lock-UP AGREEMENT Up Agreement [●], 2021 2023 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. 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 XxxxNew York, XX 00000 NY 10179 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxBofA Securities, XX 00000 Inc. One Bryant Park New York, NY 10036 Re: Xxxxxx Medical ConceptsNeumora Therapeutics, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsNeumora Therapeutics, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 0.0001 per share (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 and Xxxxxx Xxxxxxx & Co. LLC 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 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 Exhibit A 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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC 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. Number of Underwritten Shares: [●] Number of Option Shares: [●] Public Offering Price: $[●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Annex B C Written Testing-the-Waters Communications • [To list each TTW presentation The Presentation used in TTW meetings.] May 2020 (“Presentation 1”) • The Presentation used in early June 2020 (“Presentation 2”) • The Presentation used in mid-June 2020 (“Presentation 3”) Annex C Xxxxxx Medical ConceptsD Acutus Medical, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT [●], 2021 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & COBOFA SECURITIES, INC. 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 Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Xxxxxx Medical ConceptsAcutus Medical, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Xxxxxx Medical ConceptsAcutus Medical, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement), providing for the initial 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 (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 and Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. 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 the “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 X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC with that, as of the details of any transaction date hereof, the undersigned, or any of its affiliates, is not a party to as of the date hereof, which a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit. Notwithstanding the foregoing, the undersigned may: