5,725,000 Shares INNOCOLL HOLDINGS PLC ORDINARY SHARES, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2016 • Innocoll Holdings PLC • Pharmaceutical preparations • New York
As an inducement to the underwriters named in Schedule II to the Underwriting Agreement (defined below) (the “Underwriters”) to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of Innocoll Holdings plc, a public limited company formed under Irish law (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of Morgan Stanley & Co. LLC during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, 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, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable fo
