Common use of Other Information Included in the General Clause in Contracts

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. . 2. [list other information•]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. AC Immune SA EPFL Xxxxxxxxxx Xxxx Xxxxxxxx X 0000 Xxxxxxxx Xxxxxxxxxxx CREDIT SUISSE SECURITIES (the “Company”USA) announced today that Xxxxxxxxx LLC XXXXXXXXX LLC LEERINK PARTNERS LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares Representatives 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 , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC Several Underwriters c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made that is intended to result in the establishment of a public market in the United States for shares of common stockshares, par nominal value $0.0001 CHF 0.02 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationAC Immune SA, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date filing of this Lock-Up Agreement a preliminary prospectus by the Company which contains a bona fide price range and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement). Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to: (a) transactions relating to Securities or other securities acquired by the undersigned in the Public Offering or in open market transactions; (i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans or the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans (including the delivery and receipt of Securities, other awards or any securities convertible into or exercisable or exchangeable for Securities in connection with such vesting or settlement); provided that, in the case of this clause (i), the foregoing restrictions shall apply to any of the undersigned’s Securities issued upon such exercise, vesting or settlement; or (ii) the transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Securities by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover income or withholding and other tax obligations of the undersigned in connection with such vesting or exercise in 2015 and 2016 of options for Securities of the Company, whether by means of a “net settlement” or otherwise; (c) transfers of Securities or any security convertible into or exercisable or exchangeable for Securities: (i) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will not or other testamentary document; (ii) if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse); (iii) if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iv) if the undersigned is a natural person, by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement; (v) if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity; (vi) if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; (vii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate thereof; (viii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by the undersigned; or (ix) as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (c)(i)-(ix) above, each donee, distributee or transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that prior to such transfer, such transfer shall not involve a disposition for value and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer; (d) the establishment or modification of any contract, instruction or trading plan intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (other than a filing on a Form 5 made after i) such plan does not provide for the expiration transfer of Securities during the Lock-Up Period). A , (ii) the establishment of such plan shall not be voluntarily publicly announced or filed under the Exchange Act and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period; (ie) made by the undersigned transfer of Securities or any security convertible into or exercisable or exchangeable for Securities to the Company, pursuant to agreements or rights in existence on the Public Offering Date under which the Company in has the option to repurchase such shares or a transaction exempt from Section 16(b) right of the Exchange Act solely first refusal with respect to transfers of such shares or in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members termination of the undersigned’s immediate family employment with the Company; (f) the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities that occurs by any order or settlement resulting from any legal proceeding; (Cg) affiliates the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities pursuant to a bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of the undersignedSecurities involving a change of control of the Company; (iii) provided that in the case of a natural personevent that the tender offer, upon deathmerger, amalgamation, consolidation or other such transaction is not completed, the Securities owned by will or intestate succession to a member of the immediate family of the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement; or (h) the exercise of any right with respect to, or to the taking of any other action in preparation for, a trust, registration by the beneficiary Company of which is exclusively the undersigned Securities or a member any securities convertible into or exercisable or exchangeable for Securities; provided that no transfer of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution Securities proposed to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) be registered pursuant to a qualified domestic order or in connection with a divorce settlement may the exercise of such rights under this clause (h) shall occur, and no registration statement shall be madefiled, provided, in during the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingLock-Up Period.

Other Information Included in the General. Disclosure Package 1. The initial price to the public public: $[•] List of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigmaLock-up Parties Xxxxxx Pharmaceuticals, Inc. (the “Company”) announced today that Credit Suisse Securities (USA) LLC and Xxxxxxxxx LLC as LLC, lead book-running manager managers in the Company’s recent public sale of shares of common stock, is 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 , 201420 , and the shares may be sold on or after such date. NeuroSigmaThis 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. Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx Pharmaceuticals, Inc. Xxx Xxxxxx Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxxx Credit Suisse Securities (USA) LLC Xxxxxxxxx LLC Xxxxx 0000 and Company, LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx XxxxxxxXxxx, XX 00000 Xxxxxxxxx LLC 00000-0000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 Dear SirsLadies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for shares of the common stock, par value $0.0001 0.001 per share (the “Securities”) ), of NeuroSigmaXxxxxx Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities (collectively with the Securities, “Locked Up Securities”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxxxxx LLC (the “RepresentativeJefferies”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse and Jefferies, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date set forth on the cover of this Lock-Up Agreement the preliminary prospectus used in connection with the road show relating to the Offering and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to: (a) Any Locked Up Securities acquired by the undersigned (i) in the Offering or (ii) in the open market will not market; (i) A transfer of Locked Up Securities to a family member or trust and (ii) bona fide gifts of Locked Up Securities to charities or educational institutions; provided that the transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with prior to such transfer and such transfer shall not involve a disposition for value; (other than a filing on a Form 5 made after c) the expiration exercise of stock options granted pursuant to an employee benefit plan disclosed in the Lock-final prospectus used for the Offering; provided, that the restrictions shall apply to any Locked Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any issued upon such exercise or vesting of Securities; conversion; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (ivd) if the undersigned is a corporation, partnership, limited liability company company, trust or other business entity, the undersigned may transfer Locked Up Securities (i) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partners or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) or (ii) as part of a distribution without consideration by the undersigned to its stockholders, general or limited partners, membersmembers or other equity holders; provided that in the case of any transfer contemplated in (i) or (ii) above, it shall be a condition to the transfer that (w) each transferee executes an agreement stating that the transferee is receiving and holding such Locked Up Securities subject to the provisions of this Lock-Up Agreement, (x) there shall be no further transfer of such Locked Up Securities except in accordance with this Lock-Up Agreement, (y) such transfer shall not involve a disposition for value and (z) the undersigned notifies Credit Suisse and Jefferies at least two business days prior to the proposed transfer; (e) transfers by will or intestate succession upon the death of the undersigned; provided that the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement; (f) transfers from the undersigned to the Company (or the purchase and cancellation of Locked Up Securities by the Company) in connection with the “net” or “cashless” exercise or settlement of stock options, restricted stock units or other equity awards (including any transfer for the payment of taxes due as applicablea result of such vesting or exercise whether by means of a “net settlement” or otherwise) pursuant to an employee benefit plan disclosed in the final prospectus used for the Offering; provided that any such Locked Up Securities received upon such vesting or exercise shall be subject to the terms of this Lock-Up Agreement; (g) transfers (i) following the commencement of a tender or exchange offer made to all holders of the Company’s capital stock involving a change of control of the Company or (ii) upon the consummation of a merger or sale of the Company or substantially all of the assets of the Company, regardless of how such a transaction is structured, it being further understood that this Lock-Up Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender the undersigned’s Locked Up Securities or other securities of the Company in, any such transaction or taking any other action in connection with any such transaction; (h) in connection with the conversion of the outstanding preferred stock of the Company into Securities; provided that any such shares received upon such conversion shall be subject to any the terms of its whollythis Lock-owned subsidiaries; or Up Agreement; (vi) transfers by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement may be madesettlement, provided, in the case of (i), (ii), (iii) and (iv) above, provided that each holder, donee, trustee, distributee or transferee, as the case may be, such transferee agrees to be bound in writingwriting by the terms of this Lock-Up Agreement; (j) transfers with the prior written consent of Credit Suisse and Jefferies; (k) the establishment of any contract, instruction or plan (a “Rule 10b5-1 Plan”) that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that no sales of Locked Up Securities, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and (l) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s shares of Securities; provided that no transfer of the undersigned’s shares of Securities registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s shares of Securities during the Lock-Up Period;

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities.Units: $26.07 2. [list other information]] NSVascularNumber of Offered Units: 6,500,000 CVR Refining, Inc. NeuroSigmaLP 0000 Xxxxx Xxxxx Xxxxx 000 Xxxxx Xxxx, Inc. [Date] NeuroSigma, Inc. Xxxxx 00000 Credit Suisse Securities (the “Company”USA) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsXX 00000-0000 Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result of common units representing limited partner interests in the establishment of a public market for shares of common stock, par value $0.0001 per share Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period), it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. A Notwithstanding the foregoing, (1) the undersigned may transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, saleprovided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, transfer (ii) as a distribution to members, limited partners or stockholders of the undersigned, provided that the members, limited partners or stockholders, as the case may be, agree to be bound in writing by the restrictions set forth herein, (iii) to the undersigned’s affiliates or to any investment fund or other dispositionentity controlled or managed by the undersigned, provided that the affiliates or investment funds or other entities controlled or managed by the undersigned, as the case may be, agree to be bound in each case writing by the restrictions set forth herein, or (iv) to (A) a member members of his or her immediate family, or to any trust for the direct or indirect benefit of the undersigned or one or more members of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s provided that such immediate family members (or (C) affiliates of the undersigned; (iii) trustee in the case of a natural persontrust) agree to be bound in writing by the restrictions set forth herein, upon deathand provided further that any such transfer pursuant to sub-clauses (i), by will (ii), (iii) or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if above shall not involve a disposition for value; (2) the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiariesmay sell Securities purchased in the open market following the initial public offering described herein; or (v3) the undersigned may transfer Securities with the prior written consent of Credit Suisse; provided, however, that it shall be a condition to transfers made pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of clauses (i), (ii), (iii) and (iv) aboveof the foregoing clause (1) that no public reports, each holder, donee, trustee, distributee or transfereeincluding but not limited to reports pursuant to Rule 144 of the Securities Act of 1933, as amended, or pursuant to Section 16 of the case may beSecurities Exchange Act of 1934, agrees as amended, are required to be bound filed by the undersigned during the Lock-Up Period (as such may have been extended pursuant to the terms of this Lock-Up Agreement) and no such reports are voluntarily filed by the undersigned during the Lock-Up Period (as such may have been extended pursuant to the terms of this Lock-Up Agreement) in writingconnection with such transfer or distribution (other than (i) a filing under Section 16(a) of the Securities Exchange Act of 1934 which reports solely one or more acquisitions of the Partnership’s securities or (ii) a filing on Form 5 made after the expiration of the restricted period described in the foregoing paragraphs). For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer Securities to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such Securities subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such Securities except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. In furtherance of the foregoing, the Partnership and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the general partner of the Partnership, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before August 31, 2014. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, ___________________________________ [Name of unitholder] 1. CVR Refining GP, LLC 2. CVR Refining Holdings, LLC 3. Xxxx X. Xxxxxxxx

Other Information Included in the General. Disclosure Package 1. The initial price per share to the public of the Offered Securities. 2: $[●]. Written Testing-the-Waters Communications [list other information]●] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, AbCellera Biologics Inc. (the “Company”) announced today that Xxxxxxxxx Credit Suisse Securities (USA) LLC as lead Credit Suisse Securities (USA) LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, Berenberg Capital Markets LLC and SVB Leerink LLC, the joint book-running manager managers, and BMO Capital Markets Corp, a book-runner, in the Company’s recent public sale of [●] shares of common stock, is 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 , 201420 , and the shares may be sold on or after such date. NeuroSigmaThis 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. Form of Lock-Up Agreement AbCellera Biologics Inc. 00000 Xxxxxxxx Xxxxxxxxx 0000 Xxxxx 0000 Xxx XxxxxxxXxxxxx Xxxxxxxxx, XX 00000 Xxxxxxxxx X0X 0X0 Xxxxxx Credit Suisse Securities (USA) LLC Xxxxxx, Xxxxxxxx & Company, Incorporated SVB Leerink LLC Berenberg Capital Markets LLC BMO Capital Markets Corp As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 x/x Xxxxxxxxx LLC Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxxxxx 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Berenberg Capital Markets LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx Xxxx, XX 00000 Dear Sirsc/o SVB Leerink LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o BMO Capital Markets Corp. 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: As The undersigned understands that Credit Suisse Securities (USA) LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, Berenberg Capital Markets LLC, SVB Leerink LLC, and BMO Capital Markets Corp. (collectively, the “Representatives”) propose to enter into an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigma, with AbCellera Biologics Inc., a Delaware corporation, and any successor corporation incorporated under the Business Corporations Act (by merger or otherwiseBritish Columbia) thereto, (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule 1 therein (the “Underwriters”) of common shares (the “Shares”) of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Shares, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, directly or indirectly (or cause any direct or indirect affiliate to), during the period specified in beginning on the following paragraph date of this Lock-Up Agreement and continuing to and including the date that is 180 days after the date of the final prospectus for the Public Offering (the “Prospectus”) (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, pledge 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 Securities Shares or securities convertible into or exchangeable or exercisable for any Shares (including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), securities which may be issued upon exercise of a stock option or warrant and any Shares, options, warrants or securities now owned or hereafter acquired by the undersigned (collectively, the “Lock-Up Securities”)), enter into a transaction which would have the same effect, or (2) enter into any swap, hedge hedge, option, derivative or other arrangement that transfers(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 to, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the economic consequences of ownership of the Lock-Up Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securitiesLock-Up Securities, in cash or otherwise, (3) exercise any right with respect to the registration of any Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted, any registration statement or prospectus in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable Canadian securities laws, or (4) publicly disclose the intention to make do any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, of the prior written consent of Xxxxxxxxx LLC (the “Representative”)foregoing. In addition, The undersigned represents and warrants that the undersigned agrees that, without the prior written consent of the Representative, it will is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any transfer of Shares during the Lock-Up Period, make any demand for or exercise any right with respect to. Notwithstanding the foregoing, the registration undersigned may transfer or dispose of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The undersigned’s Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities Securities: (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (iia) as a bona fide gift or giftsgifts or charitable contribution, saleor for bona fide estate planning purposes; (b) by will, transfer other testamentary document or intestacy, or pursuant to a so-called “living trust” or other disposition, in each case revocable trust established to provide for the disposition of property on the undersigned’s death; (Ac) a to an immediate family member of the undersigned, or to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporationtrust, partnership, limited liability company to a trustor or other business entity, as part beneficiary of the trust or to the estate of a distribution to its stockholdersbeneficiary of such trust (for purposes of this Lock-Up Agreement, general “immediate family” shall mean any relationship by blood, current or limited partners, members, as applicableformer marriage, or to any of its wholly-owned subsidiaries; domestic partnership or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be madeadoption, provided, in the case of (inot more remote than first cousin), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing;

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. . 2. [list other information•]] NSVascular[To come] , Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. 2016 AC Immune SA EPFL Xxxxxxxxxx Xxxx Xxxxxxxx X 0000 Xxxxxxxx Xxxxxxxxxxx CREDIT SUISSE SECURITIES (the “Company”USA) announced today that Xxxxxxxxx LLC XXXXXXXXX LLC LEERINK PARTNERS LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares Representatives 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 , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC Several Underwriters c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made that is intended to result in the establishment of a public market in the United States for shares of common stockshares, par nominal value $0.0001 CHF 0.02 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationAC Immune SA, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date filing of this Lock-Up Agreement a preliminary prospectus by the Company which contains a bona fide price range and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement). Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to: (a) transactions relating to Securities or other securities acquired by the undersigned in the Public Offering or in open market transactions; (i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans or the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans (including the delivery and receipt of Securities, other awards or any securities convertible into or exercisable or exchangeable for Securities in connection with such vesting or settlement); provided that, in the case of this clause (i), the foregoing restrictions shall apply to any of the undersigned’s Securities issued upon such exercise, vesting or settlement; or (ii) the transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Securities by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover income or withholding and other tax obligations of the undersigned in connection with such vesting or exercise in 2015 and 2016 of options for Securities of the Company, whether by means of a “net settlement” or otherwise; (c) transfers of Securities or any security convertible into or exercisable or exchangeable for Securities: (i) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will not or other testamentary document; (ii) if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse); (iii) if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iv) if the undersigned is a natural person, by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement; (v) if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity; (vi) if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; (vii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate thereof; (viii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by the undersigned; or (ix) as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (c)(i)-(ix) above, each donee, distributee or transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that prior to such transfer, such transfer shall not involve a disposition for value and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer; (d) the establishment or modification of any contract, instruction or trading plan intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (other than a filing on a Form 5 made after i) such plan does not provide for the expiration transfer of Securities during the Lock-Up Period). A , (ii) the establishment of such plan shall not be voluntarily publicly announced or filed under the Exchange Act and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period; (ie) made by the undersigned transfer of Securities or any security convertible into or exercisable or exchangeable for Securities to the Company, pursuant to agreements or rights in existence on the Public Offering Date under which the Company in has the option to repurchase such shares or a transaction exempt from Section 16(b) right of the Exchange Act solely first refusal with respect to transfers of such shares or in connection with the payment termination of taxes due in connection the undersigned’s employment with the Company; (f) the transfer of Securities or any exercise security convertible into or vesting exercisable or exchangeable for Securities that occurs by any order or settlement resulting from any legal proceeding; (g) the transfer of Securities; (ii) as Securities or any security convertible into or exercisable or exchangeable for Securities pursuant to a bona fide gift or giftsthird-party tender offer, salemerger, transfer amalgamation, consolidation or other dispositionsimilar transaction made to all holders of the Securities involving a change of control of the Company; provided that in the event that the tender offer, merger, amalgamation, consolidation or other such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in each this Lock-Up Agreement; [or] (h) the exercise of any right with respect to, or the taking of any other action in preparation for, a registration by the Company of Securities or any securities convertible into or exercisable or exchangeable for Securities; provided that no transfer of the undersigned’s Securities proposed to be registered pursuant to the exercise of such rights under this clause (h) shall occur, and no registration statement shall be filed, during the Lock-Up Period [.] / [or] (i) [a sale of Securities in a single private transaction exempt from registration under the Securities Act of 1933, as amended, to a single beneficial owner where such sale is not executed through the Nasdaq Stock Market (or any other market on which the Securities are listed); provided that in the case to of the single sale permitted by this clause, (A) a member the undersigned provides at least five (5) days’ notice to Credit Suisse in advance of such sale where such notice shall include the identity of the immediate family purchaser, the number of Securities to be sold and any other information which is required to be disclosed by either the undersigned or such purchaser pursuant to Section 13 of the undersignedExchange Act, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, such purchaser agrees to be bound in writingwriting by the terms of this Lock-Up Agreement prior to consummating such sale, and (C) no filing by any party (the undersigned or such purchaser) under the Exchange Act shall be required or shall be voluntarily made in connection with such sale except for filings required by Section 13 of the Exchange Act;]1

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascularNone. Sportsman’s Warehouse, Inc. NeuroSigmaInc., Inc. [Date] NeuroSigmaa Utah corporation Sportsman’s Warehouse Southwest, Inc. Inc., a California corporation Pacific Flyway Wholesale, LLC, a Delaware limited liability company The undersigned, Xxxxx X. Xxxxxx, the Chief Financial Officer of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”) announced today that Xxxxxxxxx LLC ), in his capacity as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares an officer of the Company’s common stock held by [Company and not individually, does hereby deliver this certificate in connection with that certain officers or directors] [an officer or director] Underwriting Agreement, dated as of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement date of pricing (the “Underwriting Agreement”), pursuant by and among Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxxx, Sachs & Co. (“Xxxxxxx Xxxxx”) and the other several Underwriters named in Schedule A therein, for whom Credit Suisse and Xxxxxxx Sachs are acting as representatives (in such capacity, the “Representatives”). Capitalized terms used herein without definition have the meanings assigned to which an offering will be made that is intended to result them in the establishment of a public market for shares of common stock, par value $0.0001 per share (Underwriting Agreement. In connection with the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”)foregoing, the undersigned hereby agrees that during certifies, as of the period specified in date hereof, that: As of the following paragraph date of the General Disclosure Package and Final Prospectus, the undersigned was, and as of the date hereof the undersigned is, the Chief Financial Officer of the Company and familiar with the internal accounting practices of the Company. 1. The undersigned has reviewed the financial information circled on the pages attached hereto as Exhibit A of (i) the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (filed with the Securities and Exchange Commission (the “Lock-Up PeriodSEC”)) on April 2, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx LLC 2015) (the “RepresentativeAnnual Report”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended May 2, 2015 and August 1, 2015 (filed with the SEC on May 29, 2015 and August 28, 2015, respectively) (collectively, the “Quarterly Reports), (iii) the General Disclosure Package and (iv) abovethe Final Prospectus. 2. The financial information circled on the pages of the Annual Report, each holderQuarterly Reports, donee, trustee, distributee or transferee, General Disclosure Package and Final Prospectus attached hereto as Exhibit A has been derived from the case may be, agrees to be bound in writingCompany’s accounting records.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities.Units: $30.75 2. [list other information]] NSVascularNumber of Offered Units: 12,000,000 CVR Refining, Inc. NeuroSigmaLP 0000 Xxxxx Xxxxx Xxxxx 000 Xxxxx Xxxx, Inc. [Date] NeuroSigma, Inc. Xxxxx 00000 Credit Suisse Securities (the “Company”USA) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsXX 00000-0000 Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC, and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result of common units representing limited partner interests in the establishment of a public market for shares of common stock, par value $0.0001 per share Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period), it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. A Notwithstanding the foregoing, (1) the undersigned may transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer provided that the donee or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees donees thereof agree to be bound in writingwriting by the restrictions set forth herein, (ii) as a

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascularHealth Plan Intermediaries Holdings, LLC Health Insurance Innovations, Inc. NeuroSigmaDelaware Insurance Center for Excellence, LLC Health Plan Intermediaries Holdings, LLC Delaware Health Insurance Innovations, Inc. [Date] NeuroSigmaHealth Insurance Innovations, Inc. (the “Company”) announced today that Xxxxxxxxx Credit Suisse Securities (USA) LLC as and Citigroup Global Markets Inc., the lead book-running manager managers in the Company’s recent public sale of [—] shares of Class A common stock, is are [waiving] [releasingwaiving][releasing] a lock-up restriction with respect to [—] shares of the Company’s Class A common stock held by [certain officers or directors] [an directors][an officer or director] of the Company. The [waiver] [releasewaiver][release] will take effect on [—], 2014201[—], and the shares may be sold on or after such date. NeuroSigmaHealth Insurance Innovations, Inc. 00000 Xxxxxxxx Xxxxxxxxx X. Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx000 Xxxxx, XX 00000 Xxxxxxxxx Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc., As Representatives of the Several Underwriters, c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsXX 00000-0000 Ladies and Gentlemen: As an inducement to the Underwriters underwriters (the “Underwriters”) to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of the Class A common stock, par value $0.0001 per share to be determined (the “Securities”) ), of NeuroSigmaHealth Insurance Innovations, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Citigroup Global Markets Inc. (together with Credit Suisse, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of the Securities the undersigned may purchase in the offering. The Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of optionsThe undersigned agrees that, warrants prior to engaging in any transaction or taking any other convertible or exchangeable securities granted action that is subject to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned , it will give notice thereof to the Company in a and will not consummate such transaction exempt or take any such action unless it has received written confirmation from Section 16(bthe Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Notwithstanding the foregoing and subject to the conditions below, the undersigned may transfer the Securities, Class B common stock of the Exchange Act solely in connection with Company or units or membership interests of Health Plan Intermediaries Holdings, LLC (together, the payment of taxes due in connection with any exercise or vesting of “Lock-Up Securities; ”): (ii1) as a bona fide gift or gifts, sale, transfer gifts by will or other disposition, in each case intestacy; (2) to (A) a member of the immediate family of the undersigned, (B) a any trust, partnership or limited liability company for the beneficiary direct or indirect benefit of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust(for the purposes of this Lock-Up Agreement, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s “immediate family; (iv) if the undersigned is a corporation” shall mean any relationship by blood, partnershipmarriage or adoption, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (inot more remote than first cousin), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing;

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascularXencor, Inc. NeuroSigma000 Xxxx Xxxxx Xxxxxx Xxxxxxxx, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx Xxxxxxxxxx 00000 Leerink Partners LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares As Representative 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 Several Underwriters, 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx o Leerink Partners LLC 000 Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made (the “Offering”) that is intended to result in the establishment of a public an orderly market for shares of the common stock, par value $0.0001 0.01 per share (the “Securities”) ), of NeuroSigmaXencor, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Leerink Partners LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned or upon conversion of convertible securities held by the undersigned will also be subject to this Lock-Up Agreement. Any Securities or other securities of the Company acquired by the undersigned in the open market (other than Securities acquired in the Offering referred to below) will not be subject to this Lock-Up Agreement provided that Agreement; provided, however, that, with respect to any sale or other disposition during the Lock-Up Period of such securities acquired in the open market, no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer sale or disposition (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer Notwithstanding anything herein to the contrary, the restrictions contained in this Lock-Up Agreement shall not apply to any of Securities the following: (i) made by the undersigned to transfers of Securities or other securities of the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer (ii) transfers of Securities or other dispositionsecurities of the Company to an immediate family member or a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, in each case provided that the transfer shall not involve a disposition for value, (iii) transfers of Securities or other securities of the Company by will, other testamentary document or intestate succession to (A) the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporationtrust, partnership, limited liability company transfers or dispositions of Securities or other business entity, securities of the Company as part of a distribution to its stockholdersthe beneficiaries thereof, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) if the undersigned is an individual, the transfer of Securities or other securities of the Company solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement may settlement, (vi) transfers or distributions of Securities or other securities of the Company to members, limited partners, stockholders or affiliates of, or any investment fund or other entity that controls or manages, the undersigned, provided that the transfer or distribution shall not involve a disposition for value, (vii) transfers of Securities or other securities of the Company to the Company either (a) pursuant to any contractual arrangement in effect on the date of this Lock-Up Agreement that provides for the repurchase of the undersigned’s Securities or such other securities by the Company or (b) in connection with the termination of the undersigned’s employment with the Company, (viii) transfers or distributions in connection with a merger or sale of all or substantially all of the Company, regardless of how such a transaction is structured (it being further understood that this Lock-Up Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Securities or other securities of the Company in, any such transaction or taking any other action in connection with any such transaction), or (ix) the entering into by the undersigned of a written trading plan pursuant to Rule 10b5-1 of the Exchange Act (a “Plan”) during the Lock-Up Period, provided that no sales of the undersigned’s Securities shall be mademade pursuant to such Plan prior to the expiration of the Lock-Up Period; provided further that, provided, in the case of with respect to clauses (i), (ii), (iii), (iv), (v) and (iv) abovevi), each holder, donee, trustee, transferee or distributee or transferee, as the case may be, agrees to be bound in writingwriting by the terms of this Lock-Up Agreement, and, with respect to clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (ix), no filing or public announcement by any party (donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer, conversion, exercise or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any Securities, including any issuer-directed Securities, the undersigned or his or her affiliates may purchase in the Offering. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if (i) the Public Offering Date shall not have occurred on or before April 15, 2015 (provided that the Company may by written notice to the undersigned prior to April 15, 2015, extend such date for a period of up to an additional three months), (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Offering. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours,

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigmaEsperion Therapeutics, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxx XxxxxxxXxxxxxxx, XX 00000 Xxxxxxxxx LLC CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., As Representatives of the Several Underwriters, c/x o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 c/o Citigroup Global Markets Inc., 000 Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Dear Sirs: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of the common stock, $0.001 par value $0.0001 per share (the “Securities”) of NeuroSigmaEsperion Therapeutics, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Citigroup Global Markets Inc. (together with Credit Suisse, the “RepresentativeRepresentatives”)) . In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Securities acquired by Notwithstanding anything herein to the undersigned contrary, the restrictions contained in the open market will not be subject to this Lock-Up Agreement shall not apply to any of the following: (i) transfers of Securities as a bona fide gift or gifts, (ii) transfers of Securities or other securities of the Company to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) transfers of Securities or other securities of the Company by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value, (iv) the exercise, including by “net” exercise, of any options or warrants to acquire Securities or the conversion of any convertible security into Securities, (v) transfers or distributions of Securities to members, limited partners, stockholders or affiliates of, or any investment fund or other entity that controls or manages, the undersigned, provided that no filing the transfer or distribution shall not involve a disposition for value, (vi) transfers or distributions in connection with a merger or sale of the Company, regardless of how such a transaction is structured (it being further understood that this agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Securities or other public announcement securities of the Company in, any such transaction or taking any other action in connection with any such transaction), (vii) the entering into by any party (transferor or transferee) under the undersigned of a written trading plan pursuant to Rule 10b5-1 of the Securities and Exchange Act of 1934 (the “Exchange Act”) during the Lock-Up Period, provided that no sales of the undersigned’s Securities shall be made pursuant to such Plan prior to the expiration of the Lock-Up Period or otherwise (viii) Securities purchased by the undersigned in the offering to which the Underwriting Agreement relates; provided further that, with respect to clauses (i), (ii), (iii), (iv) and (v), (a) each transferee or distributee agrees to be bound in writing by the terms of this Lock-Up Agreement, and (b) no filing or public announcement by any party (donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer transfer, exercise, conversion or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. If the undersigned is an officer or director of the Company, (i) made by the undersigned to Representatives agree that, at least three business days before the Company in a transaction exempt from Section 16(b) effective date of any release or waiver of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or foregoing restrictions in connection with a divorce settlement may be madetransfer of Securities, providedthe Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the case Underwriting Agreement to announce the impending release or waiver by press release through a major news service or in a registration statement publicly filed with the Securities and Exchange Commission in connection with a secondary offering at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the date of such publication. The provisions of this paragraph will not apply if (i), (ii), (iiia) the release or waiver is effected solely to permit a transfer not for consideration and (ivb) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees transferee has agreed in writing to be bound by the same terms described in writingthis Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void (i) on December 31, 2013 if the Public Offering Date shall not have occurred on or before such date or (ii) upon written notice from an authorized officer of the Company to the Representatives, executed or delivered prior to the signing of the Underwriting Agreement, that the Company has determined not to proceed with the public offering of the Securities. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours,

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an a public offering will be made that is intended to result in for the establishment of a public market for shares of common stock, $0.001 par value $0.0001 per share (the “Securities”) of NeuroSigmaRevance Therapeutics, Inc., a Delaware corporation, Inc. and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Xxxxx and Company, LLC (“Cowen”) and Xxxxx Xxxxxxx & Co. (together with Cowen, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding the foregoing, the undersigned may transfer Securities (a) to a family member or to any trust for the direct or indirect benefit of a family member, (b) as a bona fide gift or gifts, (c) by will or under the laws of descent, (d) to affiliates (within the meaning set forth in Rule 405 as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended), limited partners, general partners, limited liability company members or stockholders of the undersigned to the extent that the undersigned is a partnership, limited liability company or corporation, or (e) in connection with a sale of any of the undersigned’s Securities acquired in open market transactions after the Public Offering Date; provided that, in the case of (a), (b), (c) and (d), the transferee agrees to be bound in writing by the undersigned in the open market will not be subject to terms of this Lock-Up Agreement prior to such transfer and such transfer shall not involve a disposition for value; and provided that further that, in the case of (a), (b), (c), (d) and (e), no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. Nothing in this Lock-Up Agreement shall preclude (ia) the sale of Securities to the Representatives or other underwriters named in the Underwriting Agreement pursuant to the Underwriting Agreement or (b) the establishment of a new Rule 10b5-1 trading plan, provided that no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period and, provided further that no sales are made during the Lock-Up Period pursuant to that new plan. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if (a) the Company notifies the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the proposed public offering of the Securities, (b) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder or (c) the Public Offering Date shall not have occurred on or before March 31, 2016. No provision of this Lock-Up Agreement shall modify or waive any provision of any other lock-up agreement entered into by the undersigned relating to the Company in a transaction exempt from Section 16(b) of Securities, including any lock-up agreement entered into by the Exchange Act solely undersigned in connection with the payment of taxes due Company’s initial public offering. This agreement shall be governed by, and construed in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or giftsaccordance with, sale, transfer or other disposition, in each case to (A) a member the laws of the immediate family State of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingNew York.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx Xxxx Xxxxxxx “Xxxx” Xxxx Xx Shi Xxxx Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx X. “Xxx” XxXxxx Xxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Independence Energy Aggregator L.P. PT Independence Energy Holdings LLC [list other information]Insert date] NSVascularCrescent Energy Company 000 Xxxxxx Xxxxxx, Inc. NeuroSigmaSuite 7200 Houston, Inc. [Date] NeuroSigmaTexas 77002 Xxxxx Fargo Securities, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC Evercore Group L.L.C. c/x Xxxxxxxxx Xxxxx Fargo Securities, LLC 000 Xxxxxxx Xxxx 00xx Xxxxxx, 14th Floor New York, New York 10001 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxx Xxx XxxxXxxxxx New York, Xxx Xxxx 00000 Dear SirsNew York 10055 Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended of Class A Common Stock and in consideration thereof, with respect to result in the establishment Class A Common Stock, Class B Common Stock or any securities convertible into or exchangeable for any of a public market for shares of common stockits Class A Common Stock or Class B Common Stock (collectively, par value $0.0001 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationCrescent Energy Company, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge pledge, lend or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge pledge, loan or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Xxxxx Fargo Securities, LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities. Notwithstanding the foregoing, nothing shall prohibit the filing of a demand registration statement by the Company pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Securities shall be sold or any security convertible into or exercisable or exchangeable for transferred during the SecuritiesLock-Up Period. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Underwriting Agreement. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any These restrictions shall not apply to (a) (I) the transactions contemplated by the Underwriting Agreement and (II) the units representing economic limited liability company interests in Crescent Energy OpCo LLC (“OpCo”) and shares of Class B Common Stock of the Company expected to be purchased by the Company and/or OpCo substantially concurrently with the closing of the Offering, in such number and as described in the Underwriting Agreement, including the Optional Securities, (b) any transactions relating to Securities acquired by the undersigned in the open market will not be subject after the closing of the Offering; provided that, with respect to this Lock-Up Agreement provided that any sale or other disposition of such Securities, no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) (other than on Form 5) or other public announcement shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period, (c) any exercise of options or vesting, settlement or exercise of any other equity-based award, in each case, granted pursuant to the Company’s equity incentive plans (including the Crescent Energy Company 2021 Equity Incentive Plan and Crescent Energy Company 2021 Manager Incentive Plan) or any other plan or agreement in effect as of the Public Offering Date that is described in the Registration Statement, the General Disclosure Package or the Final Prospectus, as applicable, and any transactions relating to the net withholding or net exercise of equity-based awards or Securities by the Company for the payment of taxes or the exercise price due upon such exercise, settlement or vesting; provided that any Securities received upon such exercise, settlement or vesting will also be subject to this Lock-Up Agreement; provided, further, that with respect to clause (c) if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of the Securities in connection with such transfer or distribution shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (d) transfers as a bona fide gift or gifts, (e) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her family members, (f) transfers by testate or intestate succession, (g) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other final order of a court or regulatory agency, (h) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (I) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (II) as part of a distribution to members or shareholders of the undersigned; provided that in each transfer pursuant to the foregoing clauses (d)-(h), the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5); provided further that, with respect to clause (h), if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of the Securities in connection with such transfer or distribution shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (i) (I) the establishment of any written contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act or (II) sales pursuant to any Rule 10b5-1 Plan currently in effect on the date hereof; provided, however, that with respect to clause (I), no sales or transfers of Securities shall be made pursuant to such a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); and provided further, that with respect to clauses (I) and (II), no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan and, with respect to clause (I), no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan in any public report, announcement, or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 10b5-1 Plan, [or] (j) a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities and approved by the board of directors of the Company, and the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50% of total voting power of the voting stock of the Company or the surviving entity (a “Change of Control Transaction”); provided that in the event that the Change of Control Transaction is not completed, the undersigned’s shares shall remain subject to the provisions of this Lock-Up Agreement, [or (k) the pledge, hypothecation or other granting of a security interest in shares of the Securities or securities convertible into or exchangeable for the Securities to one or more lending institutions as collateral or security for any loan, advance or extension of credit; provided that the undersigned shall provide the Representative with prior written notice informing it of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest; and provided further that no transfer upon foreclosure upon such Securities to such lending institution shall be made during the Lock-Up Period].1 A transfer of Securities to a family member or trust may be made; provided that the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer For purposes of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its whollythis Lock-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingUp

Other Information Included in the General. Disclosure Package 1a. Number of shares: 20,325,204 shares are being sold by the Company. b. Price to public per share: $6.15 CANTOR XXXXXXXXXX & CO. The initial price to the public As Representative of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC Several Underwriters c/x Xxxxxxxxx LLC o CANTOR XXXXXXXXXX & CO. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsRe: As Synergy Pharmaceuticals Inc. Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of a group of underwriters (the “Underwriters”), propose to enter into an inducement to the Underwriters to execute the Underwriting Agreement underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigmawith Synergy Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that that, without the prior written consent of the Representative, the undersigned will not, during the period specified in ending 90 days after the following paragraph date of the prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or exercisable for any Securities, enter into 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 transaction which would have the same effectstock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap, hedge swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of the SecuritiesCommon Stock or such other securities, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Securities Common Stock or such other securities, in cash or otherwise, otherwise or publicly disclose the intention to (3) make any such offer, sale, pledge demand for or disposition, exercise any right with respect to the registration of any shares of Common Stock or to enter any security convertible into any such transaction, swap, hedge or other arrangement, without, in each case, exercisable or exchangeable for Common Stock without the prior written consent of Xxxxxxxxx LLC 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 “RepresentativeExchange 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 Period). In additionFurthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned agrees thatmay, without the prior written consent of the Representative, it will not, during (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Lock-Up Period, make Company (provided that any demand for or shares issued upon such exercise any right with respect to, shall remain subject to the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date restrictions set forth in clause (1) above) or (ii) transfer shares of Common Stock acquired on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement following the closing of the Public Offering; provided that no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise other public announcement shall be required or shall be made voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. . 2. [list other information●]] NSVascular, Inc. NeuroSigma, Inc. [DateTo come] NeuroSigma, Inc. AC Immune SA EPFL Xxxxxxxxxx Xxxx Xxxxxxxx X 0000 Xxxxxxxx Xxxxxxxxxxx CREDIT SUISSE SECURITIES (the “Company”USA) announced today that Xxxxxxxxx LLC XXXXXXXXX LLC LEERINK PARTNERS LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares Representatives 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 , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC Several Underwriters c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made that is intended to result in the establishment of a public market in the United States for shares of common stockshares, par nominal value $0.0001 CHF 0.02 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationAC Immune SA, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date filing of this Lock-Up Agreement a preliminary prospectus by the Company which contains a bona fide price range and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement). Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to: (a) transactions relating to Securities or other securities acquired by the undersigned in the Public Offering or in open market transactions; (i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans or the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans (including the delivery and receipt of Securities, other awards or any securities convertible into or exercisable or exchangeable for Securities in connection with such vesting or settlement); provided that, in the case of this clause (i), the foregoing restrictions shall apply to any of the undersigned’s Securities issued upon such exercise, vesting or settlement; or (ii) the transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Securities by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover income or withholding and other tax obligations of the undersigned in connection with such vesting or exercise in 2015 and 2016 of options for Securities of the Company, whether by means of a “net settlement” or otherwise; (c) transfers of Securities or any security convertible into or exercisable or exchangeable for Securities: (i) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will not or other testamentary document; (ii) if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse); (iii) if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iv) if the undersigned is a natural person, by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement; (v) if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity; (vi) if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; (vii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate thereof; (viii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by the undersigned; or (ix) as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (c)(i)-(ix) above, each donee, distributee or transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that prior to such transfer, such transfer shall not involve a disposition for value and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer; (d) the establishment or modification of any contract, instruction or trading plan intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (other than a filing on a Form 5 made after i) such plan does not provide for the expiration transfer of Securities during the Lock-Up Period). A , (ii) the establishment of such plan shall not be voluntarily publicly announced or filed under the Exchange Act and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period; (ie) made by the undersigned transfer of Securities or any security convertible into or exercisable or exchangeable for Securities to the Company, pursuant to agreements or rights in existence on the Public Offering Date under which the Company in has the option to repurchase such shares or a transaction exempt from Section 16(b) right of the Exchange Act solely first refusal with respect to transfers of such shares or in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members termination of the undersigned’s immediate family employment with the Company; (f) the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities that occurs by any order or settlement resulting from any legal proceeding; (Cg) affiliates the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities pursuant to a bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of the undersignedSecurities involving a change of control of the Company; (iii) provided that in the case of a natural personevent that the tender offer, upon deathmerger, amalgamation, consolidation or other such transaction is not completed, the Securities owned by will or intestate succession to a member of the immediate family of the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement; or (h) the exercise of any right with respect to, or to the taking of any other action in preparation for, a trust, registration by the beneficiary Company of which is exclusively the undersigned Securities or a member any securities convertible into or exercisable or exchangeable for Securities; provided that no transfer of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution Securities proposed to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) be registered pursuant to a qualified domestic order or in connection with a divorce settlement may the exercise of such rights under this clause (h) shall occur, and no registration statement shall be madefiled, provided, in during the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingLock-Up Period.

Other Information Included in the General. Disclosure Package 1. (i) The initial price Price to the public of the Offered SecuritiesShares: $1.25 (ii) The number of Shares: 5,900,000 (iii) The fraction of a Share subject to each Warrant issued with each Share: 0.75 (v) The exercise price per Warrant Share subject to the Warrants: $1.50 (vi) Term of the Warrants: one year Rxxxx Xxxxxx (Director and Officer) Txxxxx X. Xxxxxxx (Officer) Rxx X. Xx (Officer) Dxxxx Xxxxxxx (Officer) Cxxxxxx X. Xxxxxxx (Director) Axxxxxx Xxxxxxx (Director) Pxxx X. Xxxxxxx (Director) Axxx XxXxxxxxx (Director) Rxxxxx X. Xxxxx (Director) Txxx Xxxxx (Director) Gxxx Xxxxxxx (Director) Warrant No. 2. [list other information]] NSVascular: 2012-_____ Number of Shares of Common Stock: _____ Date of Issuance: December _____, Inc. NeuroSigma, Inc. [2012 (“Issuance Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigmaNovaBay Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, corporation (the “Company”), certifies that, for good and valuable consideration, the undersigned hereby agrees that during receipt and sufficiency of which are acknowledged, _____, the period specified in the following paragraph registered holder hereof or its permitted assigns (the “Lock-Up PeriodHolder”), is entitled, subject to the undersigned will not offerterms set forth below, sellto purchase from the Company, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have at the same Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each casereplacement hereof, the prior written consent of Xxxxxxxxx LLC “Warrant”), at any time or times on or after the date hereof (the “RepresentativeExercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date (as defined below), _____ (_____) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). In additionExcept as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 14. This Warrant is one of a series of warrants to purchase shares of Common Stock (collectively, the undersigned agrees that“Warrants”) issued on December _____, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities 2012 (the “Public Offering Issuance Date”) ), pursuant to the Underwriting AgreementCompany’s Registration Statement on Form S-3 (No. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock333-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement provided that no filing or other public announcement by any party 180460) (transferor or transfereeas amended) under the Securities Exchange Act of 1934 (the “Exchange ActRegistration Statement”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]•]2 1 NTD: To be confirmed. 2 NTD: To be confirmed. Xxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxxx “Xxxx” Xxxx Xx Shi Xxxx Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxx Xxxxx X. “Xxx” XxXxxx Xxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Independence Energy Aggregator L.P. PT Independence Energy Holdings LLC Form of Opinion and 10b-5 Statement of Counsel to the Company Form of Lock-Up Agreement [Insert date] NSVascularCrescent Energy Company 000 Xxxxxx Xxxxxx, Inc. NeuroSigmaSuite 7200 Houston, Inc. [Date] NeuroSigmaTexas 77002 Credit Suisse Securities (USA) LLC KKR Capital Markets LLC Xxxxx Fargo Securities, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 c/o KKR Capital Markets LLC 00 Xxxxxx Xxxxx New York, NY 10010 c/o Wells Fargo Securities, LLC 000 Xxxxxxx Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsLadies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended of Class A Common Stock and in consideration thereof, with respect to result in the establishment Class A Common Stock, Class B Common Stock or any securities convertible into or exchangeable for any of a public market for shares of common stockits Class A Common Stock or Class B Common Stock (collectively, par value $0.0001 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationCrescent Energy Company, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge pledge, lend or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge pledge, loan or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities. Notwithstanding the foregoing, nothing shall prohibit the filing of a demand registration statement by the Company pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Securities shall be sold or any security convertible into or exercisable or exchangeable for transferred during the SecuritiesLock-Up Period. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Underwriting Agreement. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any These restrictions shall not apply to (a) (I) the transactions contemplated by the Underwriting Agreement and (II) the units representing economic limited liability company interests in Crescent Energy OpCo LLC and shares of Class B Common Stock of the Company expected to be purchased by the Company substantially concurrently with the closing of the Offering, in such number and as described in the Underwriting Agreement, including the Optional Securities, (b) any transactions relating to Securities acquired by the undersigned in the open market will not be subject after the closing of the Offering; provided that, with respect to this Lock-Up Agreement provided that any sale or other disposition of such Securities, no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the ““ Exchange Act ”) (other than on Form 5) or other public announcement shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period, (c) any exercise of options or vesting or exercise of any other equity-based award, in each case, outstanding on the Public Offering Date pursuant to the Company’s equity incentive plan or any other plan or agreement in effect as of and described in the Registration Statement, the General Disclosure Package and the Final Prospectus and the withholding of Securities by the Company for the payment of taxes due upon such exercise or vesting; provided that any Securities received upon such exercise or vesting will also be subject to this Lock-Up Agreement, (d) transfers as a bona fide gift or gifts, (e) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her family members, (f) transfers by testate or intestate succession, (g) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other final order of a court or regulatory agency, (h) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (I) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (II) as part of a distribution to members or shareholders of the undersigned; provided that in each transfer pursuant to the foregoing clauses (d)-(h), the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5); provided further that, with respect to clause (h), if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of the Securities in connection with such transfer or distribution shall be legally required during the Lock-up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (i) (I) the establishment of any written contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act or (II) sales pursuant to any Rule 10b5-1 plan currently in effect on the date hereof; provided, however, that with respect to clause (I), no sales or transfers of Securities shall be made pursuant to such a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); and provided further, that with respect to clauses (I) and (II), no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan and, with respect to clause (I), no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan in any public report, announcement, or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 10b5-1 Plan, [or] (j) a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities and approved by the board of directors of the Company, and the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50% of total voting power of the voting stock of the Company or the surviving entity (a “Change of Control Transaction”); provided that in the event that the Change of Control Transaction is not completed, the undersigned’s shares shall remain subject to the provisions of this Lock-Up Agreement [or (k) the pledge, hypothecation or other granting of a security interest in shares of the Securities or securities convertible into or exchangeable for the Securities to one or more lending institutions as collateral or security for any loan, advance or extension of credit; provided that the undersigned shall provide the Representative with prior written notice informing it of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest; and provided further that no transfer upon foreclosure upon such Securities to such lending institution shall be made during the Lock-Up Period].3 A transfer of Securities to a family member or trust may be made; provided that the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer For purposes of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its whollythis Lock-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingUp

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities.Units: $25.00 2. [list other information]] NSVascularNumber of Offered Units: 24,000,000 CVR Refining, LP 0000 Xxxxx Xxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxx 00000 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsXX 00000-0000 Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC, Coffeyville Resources, LLC and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share units representing limited partner interests in the Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period). A transfer of Securities (i) made by the undersigned , it will give notice thereof to the Company in a Partnership and will not consummate such transaction exempt or take any such action unless it has received written confirmation from Section 16(b) of the Exchange Act solely in connection with Partnership that the payment of taxes due in connection with any exercise or vesting of Securities; Lock-Up Period (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) may have been extended pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iiiprevious paragraph) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writinghas expired.

Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascularMyoKardia, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxx XxxxxxxXxxxxxxxx, XX 00000 Xxxxxxxxx LLC CREDIT SUISSE SECURITIES (USA) LLC, XXXXX AND COMPANY, LLC, As Representatives of the Several Underwriters c/x Xxxxxxxxx o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 c/o Cowen and Company, LLC 000 Xxxxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for shares of the common stock, par value $0.0001 per share (the “Securities”) ), of NeuroSigmaMyoKardia, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in starting on the following paragraph date hereof and ending on, but including, the 180th day after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxxxx Credit Suisse Securities (USA) LLC and Xxxxx and Company, LLC (together, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make other than: (A) any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the Offering or in the open market will not be subject to this Lock-Up Agreement market, provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”), or other public announcements shall be required or voluntarily made by or on behalf of the undersigned during the Lock-Up Period with respect to subsequent sales of such Securities acquired by the undersigned in the Offering or in the open market; (B) (i) the exercise with cash of stock options granted pursuant to the Company’s currently existing equity incentive plans, provided that such restriction shall apply to any Securities or otherwise other securities issued to the undersigned upon such cash exercise and provided further that no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period, or (ii) the “cashless” exercise of stock options (the term “cashless” exercise being intended to include the surrender of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price), for the purposes of exercising such stock options solely in the case of termination of employment or board service following death, disability or other than for cause (including any such transfer in respect of tax liabilities arising from such exercise) if such options would otherwise expire; (C) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act for the transfer of shares of Securities, provided that (i) no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and (ii) no filing under the Exchange Act or other public announcements shall be required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such Plan during the Lock-Up Period; (D) (i) transfers of Securities as a bona fide gift or gifts not involving a disposition for value or for bona fide estate planning purposes, (ii) as a bona fide gift to a charity or educational institution, (iii) transfer to a member or members of the undersigned’s family or to a trust, the direct or indirect beneficiaries of which are the undersigned and/or a member or members of his or her family, (iv) by testate succession or intestate distribution, (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary, (vi) distributions not involving a disposition for value of Securities or other securities to members, partners or stockholders of, or owner of a similar equity interest in, the undersigned or to any corporation, partnership or other person or entity that is a direct or indirect affiliate of the undersigned, or (vii) transfers of Securities or any security convertible into or exchangeable for Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that, each donee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a letter in the form of this Lock-Up Agreement, and provided, further, 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 or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A ; or (E) the transfer of the undersigned’s Securities (i) made by the undersigned or other securities to the Company pursuant to any contractual arrangement in a transaction exempt from Section 16(b) effect on the date of this Lock-Up Agreement that provides for the repurchase of the Exchange Act solely undersigned’s Securities or such other securities by the Company or in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members termination of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company employment or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection service relationship with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingCompany.

Other Information Included in the General. Disclosure Package 1. The initial a. Number of Offered Shares: 21,705,426 shares are being sold by the Company. b. Number of Warrants: 21,705,426 Warrants being sold by the Company to purchase 21,705,426 shares of Common Stock at an exercise price to the public of $2.86 per share c. Price per Offered Share: $2.57 d. Price per Warrant: $0.01 XXXXXXXXX LLC As Representative of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that Xxxxxxxxx LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. 00000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Xxxxxxxxx LLC Several Underwriters c/x Xxxxxxxxx XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsRe: As Synergy Pharmaceuticals Inc. Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of a group of underwriters (the “Underwriters”), propose to enter into an inducement to the Underwriters to execute the Underwriting Agreement underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigmawith Synergy Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that that, without the prior written consent of the Representative, the undersigned will not, during the period specified in ending 90 days after the following paragraph date of the prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or exercisable for any Securities, enter into 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 transaction which would have the same effectstock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap, hedge swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of the SecuritiesCommon Stock or such other securities, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Securities Common Stock or such other securities, in cash or otherwise, otherwise or publicly disclose the intention to (3) make any such offer, sale, pledge demand for or disposition, exercise any right with respect to the registration of any shares of Common Stock or to enter any security convertible into any such transaction, swap, hedge or other arrangement, without, in each case, exercisable or exchangeable for Common Stock without the prior written consent of Xxxxxxxxx LLC 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 “RepresentativeExchange 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 Period). In additionFurthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned agrees thatmay, without the prior written consent of the Representative, it will not, during (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Lock-Up Period, make Company (provided that any demand for or shares issued upon such exercise any right with respect to, shall remain subject to the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date restrictions set forth in clause (1) above) or (ii) transfer shares of Common Stock acquired on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement following the closing of the Public Offering; provided that no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise other public announcement shall be required or shall be made voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing.