9,000,000 Shares Organovo Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2016 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
foregoing restrictions shall not apply to (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares or Related Securities, provided that (x) no public announcement or filing under the Exchange Act shall be permitted with respect to the establishment of such trading plan, and (y) such plan shall not provide for or permit any transfers, sales or other dispositions of Shares or Related Securities during the Lock-up Period, or (ii) the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in the case of clause (ii), it shall be a condition to such transfer that:
