Common use of Form of Lock-Up Agreement Clause in Contracts

Form of Lock-Up Agreement. August [ · ], 2017 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Desk And Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: PRA Health Sciences, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. Each of KKR PRA Investors L.P., a Delaware limited partnership (the “KKR Selling Stockholder”), and Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (together with the KKR Selling Stockholder, the “Selling Stockholders”) propose to conduct a public offering of Shares (the “Offering”) for which Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) will act as the underwriters (together, the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company, the Selling Stockholders 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 the Company and the Selling Stockholders with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not, without the prior joint written consent of the Underwriters, which consent each Underwriter may withhold in its sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing restrictions shall not apply:

Form of Lock-Up Agreement. August [ · January [•], 2017 Xxxxxx 2024 Jefferies LLC Evercore Group L.L.C. As Representatives of the Several Underwriters c/o Xxxxxxxxx LLC 500 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Desk And Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 50 Xxxx 00xx Xxxxxx New York, New York 10055 RE: PRA Health SciencesAstria Therapeutics, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner officer or director of the Company. The Company proposes to conduct an underwritten offering of shares of common stock, par value $0.01 0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. Each of KKR PRA Investors L.P., a Delaware limited partnership (the “KKR Selling Stockholder”), and Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (together with the KKR Selling Stockholder, the “Selling Stockholders”) propose to conduct a public offering of Shares (the “Offering”) ), for which Xxxxxx Xxxxxxx & Co. Jxxxxxxxx LLC (“Xxxxxx Xxxxxxx”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) Evercore Group L.L.C. will act as the Representatives (the “Representatives”) of the several underwriters (together, the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company, the Selling Stockholders 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 the Company and the Selling Stockholders with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement. If there is only one Underwriter identified in Schedule A to the Underwriting Agreement, references to “Underwriters” and “several Underwriters” in this letter agreement shall instead mean the Underwriter and related plural terms shall instead be read in the singular. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will notnot (and will use reasonable best efforts to cause any Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior joint written consent of the UnderwritersRepresentatives, which consent each Underwriter may withhold their consent in its their sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersignedundersigned or such Family Member, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing restrictions will not apply to the registration of the offer and sale of the Shares or Related Securities, and the sale of the Shares or Related Securities to the Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not applyapply to:

Form of Lock-Up Agreement. August [ · December [—], 2017 2012 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxx Incorporated Citigroup Global Markets Inc. Xxxxxxxxx & Company, Inc. As Representatives of the Several Underwriters c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Desk And Xxxxx Fargo Securitiesc/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, LLC Xxx Xxxx 00000 c/o Jefferies & Company, Inc. 000 Xxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: PRA Health SciencesAcadia Healthcare Company, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. Each of KKR PRA Investors L.P., a Delaware limited partnership (the “KKR Selling Stockholder”), and Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (together with the KKR Selling Stockholder, the “Selling Stockholders”) propose The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated “Xxxxxxx & Co. LLC Xxxxx”), Citigroup Global Markets Inc. (“Xxxxxx XxxxxxxCiti”) and Xxxxx Fargo SecuritiesJefferies & Company, LLC Inc. (“Xxxxx FargoJefferies”) will act as the representatives of the underwriters (together, the “UnderwritersRepresentatives”). The undersigned recognizes that the Offering will benefit each of the Company, the selling stockholders named in the Underwriting Agreement (the “Selling Stockholders Stockholders”) and the undersigned. The undersigned acknowledges that the Underwriters 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 the Company and the Selling Stockholders with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will notnot (and will cause any Family Member not to), without the prior joint written consent of the Underwriters, Xxxxxxx Xxxxx which consent each Underwriter may withhold its consent in its sole discretion: · • Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersignedundersigned or such Family Member, · • enter into any Swap, · • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · • publicly 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. In addition, the foregoing restrictions shall not apply:apply to 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 any such case, it shall be a condition to such transfer that: • each transferee executes and delivers to Xxxxxxx Xxxxx an agreement in form and substance satisfactory to Xxxxxxx Xxxxx 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), and • prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer. The undersigned acknowledges and agrees that written notice by Xxxxxxx Xxxxx to the Company of any extension of the 90-day initial lock-up period will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement through the close of trading on the date that is the 34th day following the expiration of the 90-day initial lock-up period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless the undersigned has received written confirmation from the Company that the Lock-Up Period has expired. In addition, if the undersigned is an officer or director of the Company, (i) Xxxxxxx Xxxxx agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares, Xxxxxxx Xxxxx will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Xxxxxxx Xxxxx hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, other than those registration rights exercised pursuant to that certain Amended and Restated Registration Rights Agreement dated as of April 1, 2011, by and among the Company and certain investors, and that certain Stockholders Agreement dated as of November 1, 2011, by and among the Company and certain investors, the undersigned 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. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. This letter agreement will automatically terminate and the undersigned will be released from all obligations hereunder if (i) the closing of the Offering shall not have occurred on or before Xxxxx 00, 0000, (xx) the registration statement filed with the Commission with respect to the Offering is withdrawn, (iii) the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survive termination) prior to the payment for and delivery of the Shares to be sold in the Offering or (iv) Underwriters advise the Company, or the Company advises the Underwriters, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with 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, the Selling Stockholders 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. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Signature Printed Name of Person Signing

Form of Lock-Up Agreement. August [ · ][Date] Xxxxxxxxx LLC Xxxxxx, 2017 Xxxxxx Xxxxxxx Xxxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxCompany, Xxx Xxxx 00000 Attention: Equity Syndicate Desk And Xxxxx Fargo Securities, Incorporated As Representatives of the Several Underwriters c/o Jefferies LLC 000 Xxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 x/x Xxxxxx, Xxxxxxxx & Company, Incorporated One Financial Plaza 000 Xxxxx Xxxxxxxx Xx. Xxxxx, Xxxxxxxx 00000 RE: PRA Health SciencesLeMaitre Vascular, Inc. (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. Each of KKR PRA Investors L.P., a Delaware limited partnership (the “KKR Selling Stockholder”), and Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (together with the KKR Selling Stockholder, the “Selling Stockholders”) propose The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxx Xxxxxxx & Co. Jefferies LLC (“Xxxxxx XxxxxxxJefferies”) and Xxxxx Fargo SecuritiesXxxxxx, LLC Xxxxxxxx & Company, Incorporated (“Xxxxx FargoStifel”) will act as the underwriters (together, representatives of the “Underwriters”)underwriters. The undersigned recognizes that the Offering will benefit each of the Company, the Selling Stockholders Company and the undersigned. The undersigned acknowledges that the Underwriters 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 the Company and the Selling Stockholders with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will notnot (and will cause any Family Member not to), without the prior joint written consent of the UnderwritersJefferies and Stifel, which consent each Underwriter may withhold their consent in its their sole discretion: · ● Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) Act by the undersignedundersigned or such Family Member, · ● enter into any Swap, · ● make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · ● publicly 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. In addition, the foregoing restrictions shall not applyapply to: