Common use of Pricing Information Provided Orally by Underwriters Clause in Contracts

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number [set out key information included in script that will be used by Underwriters to confirm sales] Annex B-1 Form of Underwritten Shares: 3,800,000 Number Opinion of Option Shares: 570,000 Xxxxxxx Procter LLP [To come] Annex B PROS HoldingsB-2 Form of Opinion of IP Counsel for the Company [To come] Annex C Written Testing-the-Waters Communications [None] Annex D Eidos Therapeutics, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities X. X. XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC RBC Capital Markets, LLC XXXXX INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx Merrill Lynch, Pierce, Xxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSEidos Therapeutics, INC. --- Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned undersigned, understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsEidos Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX. X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:the

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number The initial price to the public of Underwritten the Shares: 3,800,000 Number . ANNEX B [Form of Option Shares: 570,000 Annex B PROS HoldingsXxxxxxxx & Xxxxx LLP Opinion] ANNEX C [Form of Xxxxxx X. Xxxxx, Inc. Pricing Term Sheet NoneEsq. Opinion] Exhibit A FORM OF LOCK-UP AGREEMENT ______________October [•], 2018 X.X. 2012 X. X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx Xxxxxxx, Sachs & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx Xxxxxxx, Sachs & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Navistar International Corporation—Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Navistar International Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.10 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX. X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) , or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) the Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 90-day period referred to above). If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Nothing contained herein shall apply to or otherwise restrict any transfer or deemed transfer of shares of Common Stock or options to acquire Common Stock to the Company in connection with the exercise of options to acquire Common Stock, including, but not limited to, the payment of the exercise price of such options to acquire Common Stock, or to otherwise satisfy tax withholding obligations in connection with the vesting of Common Stock subject to transfer restrictions or in connection with the exercise of stock options to acquire shares of Common Stock. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective prior to November 30, 2012, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. [Signature page follows.] Very truly yours, [NAME OF DIRECTOR OR OFFICER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 [●] Number of Underwritten Shares: 3,800,000 Number of [●] Underwritten Shares plus [●] Option Shares: 570,000 Shares Annex B PROS Holdings, Inc. Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________LOCK-UP AGREEMENT , 2018 2019 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital MarketsEvercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, LLC 000 Xxxxx Xxxxxx New York, New York 10281 XX 00000 Re: PROS HOLDINGS, INC. --- Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, $0.00001 per share par value $0.001 per sharevalue, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days on, but including, the 90th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.00001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:be

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper share to the public: $34.00 9.00 Number of Underwritten Sharesshares being sold by the Company: 3,800,000 17,777,778 Number of Option Sharesshares potentially issuable pursuant to the option to purchase additional shares: 570,000 2,666,666 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Invitae Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning commencing on the date hereof and ending at the close of this letter agreement business 60 days (this the “Letter AgreementLock-up Period”) and ending 90 days after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the “Other Securities” and together with the Common Stock, the “Lockup Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesOther Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesOther Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly disclose the intention to do any of the foregoing (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) distributions of shares of Common Stock to members or stockholders of the undersigned, (C) broker-assisted sale or “net” exercise of outstanding options to purchase shares of Common Stock or settlement of restricted stock units in accordance with their terms pursuant to an employee benefit plan, in each case solely to cover any tax withholding obligations due as a result of such exercise or settlement, up to a combined aggregate of 150,000 shares of Common Stock for all directors and executive officers who have signed a lockup agreement in connection with the Public Offering, provided, further, that any filing under the Exchange Act (as defined below) with regard to this clause (C) shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (C), and no other public announcement shall be required or shall be made voluntarily in connection with such exercise, [and] (D) establishing a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the transfer of Common Stock (a “Trading Plan”); provided that such plan does not provide for any transfers of Common Stock during the Lock-up Period[and (E) the transfer of shares of Common Stock under a Trading Plan that is existing on the date hereof which has been provided to the Representatives or its legal counsel; provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding such transfer, such announcement or filing shall include a statement that such transfer is in accordance with an established Trading Plan]1; provided, that in the case of any transfer or distribution pursuant to clause (A) or (B), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (D), 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). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition (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 shares of Lockup Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or Other Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this letter agreement if it had been entered into by the undersigned during the Lock-up Period. 1 To include for people with trading plans currently in place. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a letter agreement in substantially the same form as this letter agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by April 30, 2020; (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 Common Stock to be sold thereunder; or (iii) prior to the execution of the Underwriting Agreement, the Company notifies the Representatives in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

Pricing Information Provided Orally by Underwriters. Public Offering Price Per offering price per Share: $34.00 55.00 Number of Underwritten SharesShares purchased from the Underwriters: 3,800,000 6,750,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 1,012,500 Exhibit A FORM OF LOCK-UP AGREEMENT ______________November 26, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. RBC Capital Markets, LLC UBS Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Barclays Capital Inc. 000 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Re: PROS HOLDINGS, INC. --- SJW Group — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.SJW Group, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 95.00 Number of Underwritten Shares: 3,800,000 1,300,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 195,000 Exhibit A FORM OF LOCK-UP AGREEMENT _____________, 20__ BOFA SECURITIES, 2018 INC. X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx XX 00000 Evercore Group L.L.C. 00 Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx 00xx Xxxxxx New York, New York 10281 10055 Re: PROS HOLDINGS, INC. GULFPORT ENERGY CORPORATION --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Issuer, a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesBofA Securities, Inc., X.X. Xxxxxx Securities LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”); except for the sale of the shares of Common Stock by the Selling Stockholders to the Company pursuant to the Purchase Agreement, or publicly disclose dated June 20, 2023, between the intention to make any offer, sale, pledge or dispositionCompany and the Selling Stockholders (the “Purchase Agreement”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities, provided that the undersigned can make such demand for, or exercise any right with respect to, the registration of Common Stock any Lock-Up Securities so long the actions described in clause (1) are not taken during the Restricted Period and no filing is made with the Commission with respect to sale or the registration of such Lock-Up Securities during the Restricted Period, or (4) publicly disclose the intention to do any of the foregoing other than as may be required by Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a result of the consummation of the transactions contemplated by the Underwriting Agreement or the Purchase Agreement. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number Shares sold, as set forth on the cover page of Option Shares: 570,000 Annex B PROS Holdingsthe Prospectus • Price to the public per Share, Inc. Pricing Term Sheet None. as set forth on the cover page of the Prospectus Exhibit A FORM OF LOCK-UP AGREEMENT ______________June , 2018 2010 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx XXXXXX SECURITIES INC. XXXXXXX, XXXXX & Co. LLC RBC Capital Markets, LLC CO. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx XX 00000 Re: Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Corporation – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Xxxx Xxxxx Lauren Corporation, a Delaware corporation (the “Company”)) and the Selling Stockholder listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockClass A Common Stock, par value $0.001 0.01 per share, of the Company (the “Securities”). Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockClass A Common Stock, $0.001 0.01 per share par value, or Class B Common Stock, $0.01 per share par value, of the Company (collectively, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock without the prior written consent of X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, in each case other thanthan (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock to members or stockholders of the undersigned, (D) transfers or sales of Common Stock pursuant to any contract, instruction or plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that has been entered into by the undersigned prior to the date of this Letter Agreement, (E) the entry into an instruction or plan complying with Rule 10b5-1 under the Exchange Act that does not call for any transfers or sales of Common Stock to be made until after the expiration of the 90-day period referred to above and (F) transfers or sales of Common Stock up to an aggregate number of shares set forth opposite the undersigned’s name on Schedule 1 attached hereto; provided that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C) or (E), 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 90-day period referred to above). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. [Signature page follows.] Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Number of Shares: [ ] Underwritten Shares or, if the Underwriters exercise in full their option to purchase additional Shares granted in Section 2 hereof, [ ] Shares Public Offering Price Per Sharefor the Shares: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None[ ] per Share. Exhibit A FORM OF LOCK-UP AGREEMENT ______________[ ], 2018 2012 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX LYNCH, PIERCE, XXXXXX & Co. XXXXX INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC RBC Capital Markets, LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSForum Energy Technologies, INC. --- Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsForum Energy Technologies, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 0.01 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock without the prior written consent of the X.X. Xxxxxx Securities LLC, in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts; provided that in the case of any transfer or distribution pursuant to clause (B), each donee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 180-day period referred to above) and (C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided, that in the case of any transfer or distribution pursuant to clause (C), such plan does not provide for the transfer of Common Stock during the 180-day restricted period and 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 Company or the undersigned. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title: Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC Forum Energy Technologies, Inc. Initial Public Offering of Common Stock , 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Forum Energy Technologies, Inc. (the “Company”) of [ ] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated [ ], 2012 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver][release] dated , 20 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS HoldingsBurlington Stores, Inc. priced [ ] shares of common stock at $[ ] per share plus an option to purchase [ ] additional shares. Annex C Pricing Term Sheet None. (Attached) Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. 20 X. X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxxxxxx Lynch, LLC Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSBurlington Stores, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsBurlington Stores, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 75 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 0.0001 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, except for a demand for registration in which (i) no filing of a registration statement is made or required to be made during the 75 day period referred to above and (ii) no disclosure of such demand is made during the 75 day period referred to above, in each case of (1), (2) and (3) above, other thanthan (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) transfers of shares of Common Stock to the undersigned’s subsidiaries, affiliates, members, limited partners or stockholders of, or to any investment fund or other entity controlled or managed by, or under common control or management with, the undersigned, (D) transfer to any trusts, limited partnership or limited liability company for the direct or indirect benefit of the undersigned or an “immediate family member” (as defined in Rule 16c-1 under the Exchange Act) of the undersigned, (E) any transfer by will or intestate succession upon the death of the undersigned, (F) transfers to the Company in connection with the exercise (including cashless exercise) of convertible securities or options to purchase Securities pursuant to existing employee benefit plans identified in the Prospectus, (G) transfers pursuant to a purchase agreement entered into by the Company in connection with a sale of 100% of the Company, (H) transfers to the Company for the purpose of satisfying any tax liability (including estimated taxes) due as a result of the exercise of options or as a result of the vesting of equity awards held by the undersigned, (I) with respect to any Securities which were acquired by the undersigned in the open market after completion of the Offering, (J) entry into any sales plan that complies with Rule 10b5-1 under the Exchange Act; provided that no sales shall be made under such plan during the 75-day period referred to above and (K) in the event any stockholder that is subject to a lockup agreement substantially in the form of this letter agreement is permitted to conduct a registered, secondary offering of Securities during the 75-day period referred to above and the undersigned is entitled to tag along rights with respect to such sale, to the extent of the Securities entitled to tag along rights in such secondary offering and only to the extent sold as part of such offering; provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D) and (E), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D) or (J), no filing by any party (donor, donee, transferor, transferee or the Company) 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 75-day period referred to above); and provided, further, that in the case of any transfer or distribution pursuant to clause (F) or (H), any filing by any party under the Exchange Act, or other public announcement shall be required to state that such transfer or distribution was to the Company in connection with the exercise of convertible securities or options or the vesting of equity awards in connection with an employee benefit plan or to satisfy a tax liability. Notwithstanding the foregoing, if (1) during the last 17 days of the 75-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 75-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 75-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 Number 61.00 Common Stock offered: 6,750,000 shares of Underwritten Shares: 3,800,000 Number Common Stock, plus up to 1,012,500 shares of Option Shares: 570,000 Common Stock issuable upon the exercise of the Underwriters’ option to purchase additional shares Annex B PROS HoldingsHealthEquity, Inc. Pricing Term Sheet None. Annex C Lock-up Parties Name Xxxxxx Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxx Xxxxx XxXxxxx Xxxxx X. Xxxxxx Xxxxx Xxxx Xxxxxxx X. Xxxxxxxx, M.D. Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx Xxxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________up Agreement , 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets2019 XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSHealthEquity, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, you propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsbetween HealthEquity, Inc., a Delaware corporation (the “Company”) and Xxxxx Fargo Securities, LLC, as representative (the “Representative”) for the several underwriters listed in Schedule 1 thereto (the “Underwriters”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement of common stock (the “UnderwritersCommon Stock”), of shares of common stock, $0.0001 per share par value $0.001 per sharevalue, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ Representative’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersRepresentative, the undersigned will not, during the period beginning commencing on the date of this letter agreement hereof and ending 60 days (this the “Letter AgreementLock-up Period”) and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and for avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (C) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities to any of the undersigned’s affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or to any investment fund or other entity controlled or managed by the undersigned, (E) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, and (F) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned; provided, that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E) or (F), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this letter agreement; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D) or (F), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting a reduction in beneficial ownership or transfer or disposition of any rights in Common Stock held by the undersigned or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). For purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company; provided, that any shares of Common Stock received by the undersigned upon such exercise shall be subject to the restrictions on transfer set forth in this letter agreement, and provided, further, that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 30 days after the date of the Prospectus, and after such 30th day, any filing under the Exchange Act shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described in this clause (i), (b) no shares were sold by the reporting person and (c) the shares received upon exercise of the option are subject to a lock-up agreement with the Representative; (ii) exercise warrants to purchase shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; provided, that any shares of Common Stock received by the undersigned upon such exercise shall be subject to the restrictions set forth in this letter agreement, (iii) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this letter agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing under the Exchange Act or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, in each case during the Lock-up Period, (iv) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company in connection with a vesting event of the Company’s securities or upon the exercise of warrants or options to purchase the Company’s securities, on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth in this letter agreement and provided further that no filing under the Exchange Act or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, in each case during the Lock-up Period, (v) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) for the transfer of Common Stock; provided, that such plan does not provide for any transfers of Common Stock, and no filing with the Securities and Exchange Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, in each case during the Lock-up Period, (vi) transfer or dispose of Securities acquired on the open market following the Public Offering; provided that no filing by any party under the Exchange Act reporting a reduction in beneficial ownership or transfer or disposition of any rights in Common Stock held by the undersigned or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on a Form 5 made after the expiration of the Lock-up Period), and (vii) execute sales of Common Stock made pursuant to a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date of this letter agreement; provided, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1. Notwithstanding the foregoing, the undersigned shall be permitted to make required filings on a Schedule 13D, Schedule 13F or Schedule 13G under the Exchange Act, provided that any such filings shall not be made in connection with a transfer, disposition or distribution of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The restrictions contained herein shall not apply to any transfers, sales, tenders or other dispositions of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction made to or involving all holders of the Common Stock or such other securities pursuant to which one hundred percent (100%) ownership of the Company is transferred to such third party (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction); provided, that if such tender offer merger, amalgamation, consolidation or other similar transaction is not completed, any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock subject to this letter agreement shall remain subject to the restrictions contained in this letter agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned hereby waives any and all notice requirements and rights with respect to the registration of securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit, provided, however, that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering. The undersigned understands that, if (i) the Representative, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) the Underwriting Agreement does not become effective by October 7, 2019 (provided that the Company may by written notice to the undersigned extend such date for a period of up to two additional months), (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, or (iv) the registration statement filed with the Securities and Exchange Commission in connection with the Public Offering is withdrawn, the undersigned shall be released from all obligations under this letter agreement. The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit B Form of Chief Financial Officer’s Certificate

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by Underwriters to confirm sales] Annex B PROS Holdings, Inc. Written Testing-the-Waters Communications [None] Annex C Invitae Corporation Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, 2014 X. X. XXXXXX SECURITIES LLC As Representatives Representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Invitae Corporation — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representative (the “Representative”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement hereof and ending 180 days (this the “Letter AgreementLock-up Period”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (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 (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (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 Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC Invitae Corporation Public Offering of Common Stock , 2015 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 55.00 per share Number of Underwritten Shares: 3,800,000 9,090,910 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 1,363,636 Exhibit A FORM OF LOCK-UP AGREEMENT ______________May , 2018 X.X. Xxxxxx Securities LLC Xxxxxx 2020 Xxxxxxx Sachs & Co. LLC RBC Capital MarketsBofA Securities, Inc. Xxxxx and Company, LLC As as Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Goldman Sachs & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital MarketsCowen and Company, LLC 000 Xxxxx Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 Xxx Xxxx 00000 Re: PROS HOLDINGSbluebird bio, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsbluebird bio, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.01 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesXxxxxxx Sachs & Co. LLC, BofA Securities, Inc. and Xxxxx and Company, LLC, on behalf of the Underwriters, the undersigned will not, and will not cause or direct any of its affiliates to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 45 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), (2) engage in any hedging or publicly disclose other transaction or arrangement (including, without limitation, any short sale or the intention purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to make any offeror which reasonably be expected to or result in a sale, saleloan, pledge or dispositionother disposition (whether by the undersigned or someone other than the undersigned), (2) enter into or transfer any swap or other agreement that transfersof the economic consequences of ownership, in whole or in part, any of the economic consequences of ownership directly or indirectly, of the Common Stock or such other securities, whether any such transaction or agreement (or instrument provided for thereunder) described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (3) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (1) above or transaction or agreement described in clause (2) above or (34) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock or other securities of the Company as a bona fide gift or gifts, (B) transfers of shares of Common Stock 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, (C) transfers of shares of Common Stock 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, (D) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be made during the 45 day period after the date of the Prospectus in connection with subsequent sales of Common Stock acquired in such open market transactions, (E) transfers of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof, which trading plan shall not be amended during the 45 days after the date of the Prospectus but may be terminated during the 45 days after the date of the prospectus and (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act providing for the transfer of shares of Common Stock, to the extent that such plan does not provide for the transfer of shares of Common Stock during the 45 days after the date of the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the 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 45 day period referred to above). [Notwithstanding the foregoing, the undersigned may transfer or sell such number of shares of Common Stock as is necessary solely to satisfy any tax withholding obligations incurred upon the vesting of any restricted stock units that vest during the 45-day period referred to above, through the surrender to the Company of shares of Common Stock or through sales of shares of Common Stock in the market, provided that any shares of Common Stock received by the undersigned upon such vesting shall be subject to the restrictions provided for in this Letter Agreement; provided, that any related filing under Section 16(a) of the Exchange Act must note that such transfer or sale was made solely to satisfy tax withholding obligations.] In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper share to the public: $34.00 109.00 Number of Shares Offered: 6,000,000 Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS HoldingsShares or, Inc. Pricing Term Sheet None. if the Underwriters exercise in full their option to purchase additional Shares granted in Section 2 hereof, 6,900,000 Shares Exhibit A FORM OF LOCK-UP AGREEMENT ______________May 20, 2018 2015 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Barclays Capital Markets, LLC Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Cimarex Energy Co. Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Cimarex Energy Co., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockCommon Stock, par value $0.001 0.01 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of each of the Representatives, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 75 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of common stockCommon Stock, par value $0.001 0.01 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantwarrant (other than pursuant to clause (A) below)), or publicly disclose the intention to make any offer, sale, pledge pledge, disposition or dispositionfiling, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) upon the approval of the Company, up to a maximum amount of 100,000 shares of the Company’s Common Stock sold by the Company’s executive officers and directors and shares withheld in satisfaction of withholding tax obligations upon the vesting of restricted stock awards or the exercise of stock options, (B) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, and (C) transfers of shares of Common Stock as a bona fide gift or gifts; provided that in the case of any transfer pursuant to clause (C), each transferee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer pursuant to clause (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer (other than a filing on a Form 5 made after the expiration of the 75-day period referred to above). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Firm Shares: [—] Price Per Shareper share: $34.00 Number of Underwritten Shares: 3,800,000 Number of [—] The Underwriters have an option to purchase up to [—] Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit Shares EXHIBIT A FORM OF LOCK-UP AGREEMENT ______________January , 2018 X.X. 2015 AUSPEX PHARMACEUTICALS, INC. 0000 Xxxxx Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxxxx Court, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities Suite 400 La Jolla, CA 92037 X. X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of refers to the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsbetween Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by and the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement therein (the “Underwriters”), for whom X. X. Xxxxxx Securities LLC (the “Representative”) is acting as representative. As an inducement to the Representative to execute the Underwriting Agreement on behalf of the Underwriters in connection with the proposed public offering of shares of the Company’s common stock, par value $0.001 0.0001 per share, of the Company share (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement , pursuant to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgeda Registration Statement on Form S-1, the undersigned hereby agrees that, without that from the prior written consent of date hereof and until 60 days after the Representatives, public offering date set forth on behalf of the Underwritersfinal prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such period being referred to herein as the “Lock-Up Period”), the undersigned will notnot (and will cause any spouse, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date domestic partner or immediate family member of the prospectus relating spouse, domestic partner or the undersigned living in the undersigned’s household, any partnership, corporation, limited liability company or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or immediate family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the Public Offering meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Prospectus”) (such period, the “Restricted PeriodExchange Act”), (1) offergrant any option, pledgeright or warrant for the sale of, sell, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any shares of Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), enter into a transaction which would have the same effect, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:publicly disclose the

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareto Public: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 As to each investor, the price paid by such investor. Annex B PROS Holdings, Inc. C Fox Factory Holding Corp. Pricing Term Sheet Not applicable. Annex D Written Testing-the-Waters Communications None. Exhibit A FORM OF LOCK-UP AGREEMENT _____________ __, 2018 X.X. 2016 Xxxxxx Securities LLC Xxxxxx Xxxxxxx X. Xxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto Incorporated c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx X. Xxxxx & Co. LLC Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. Fox Factory Holding Corp. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, you and Xxxxxx X. Xxxxx & Co. Incorporated propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Fox Factory Holding Corp., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) ), by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareshare par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersXxxxxx X. Xxxxx & Co. Incorporated, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 45 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or dispositiondisposition (collectively, the “Lock-Up Securities”), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesthe Lock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockthe Lock-Up Securities without the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of the Lock-Up Securities as a bona fide gift or gifts, (C) transfers of the Lock-Up Securities as a distribution to direct or indirect affiliates, limited partners, members or shareholders of the undersigned, (D) transfers of Lock-Up Securities to the undersigned or any immediate family member, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their successors upon death or any partnership or limited liability company, the partners or members of which consist of such Selling Stockholder and one or more members of the undersigned’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) and such transfer does not involve a disposition for value, (E) transfers of Lock-Up Securities to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, (F) transfers of Lock-Up Securities to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned and (G) pledges of Lock-Up Securities (including transfer in connection with any such pledges) in favor of lenders under the undersigned’s credit facilities in existence as of the date hereof; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F) and (G), each donee, transferee or distributee shall execute and deliver to Xxxxxx X. Xxxxx & Co. Incorporated 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 (B), (C), (D), (F) or (G), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 45-day period referred to above)[;and provided further that none of the foregoing shall apply to the proposed transactions listed on Schedule A attached hereto, subject to the conditions provided therein] To list exceptions, if applicable, as agreed among the parties.. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. In addition, nothing in this Letter Agreement shall prohibit (A) exercising any option to purchase shares of Common Stock, or receiving any awards, granted or vested under any equity incentive plan of the Company; provided that any Common Stock received upon such exercise, or any awards to be received or vested, shall be subject to this Letter Agreement (except with respect to the transfer of Common Stock or awards to the Company deemed to occur upon the cashless exercise of such options or the withholding of Common Stock or dispositions of shares of Common Stock to the Company to satisfy tax withholding obligations in connection with the exercise of options to purchase Common Stock or receipt or vesting of awards under any equity incentive plan of the Company; provided that, if the undersigned is required to file a report under the 1934 Act, reporting a reduction in beneficial ownership of shares of Common Stock during the term of this lock-up agreement related to such disposition of shares of Common Stock to the Company by the undersigned solely to satisfy tax withholding obligations, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of tax withholding obligations of the undersigned in connection with the exercise of options to purchase Common Stock), (B) any transactions effectuated pursuant to a Rule 10b5-1 trading plan existing on the date hereof and any related filings in connection with such transaction as required under the Exchange Act and (C) establishing a new Rule 10b5-1 trading plan during the 45-day period; provided that for any new Rule 10b5-1 trading plan established pursuant to this clause (C) during the 45-day period, (a) no transactions thereunder are made until after the expiration of the 45-day period and (b) no public disclosure of such plan shall be required or voluntarily made until after the expiration of the 45-day period. Notwithstanding any other provision contained herein, the undersigned shall be permitted to make transfers pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number [set out key information included in script that will be used by Underwriters to confirm sales] Annex C Written Testing-the-Waters Communications [None] Annex D [Form of Underwritten Shares: 3,800,000 Number Opinion of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. IP Counsel for the Company] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, 2013 X. X. XXXXXX SECURITIES LLC As Representatives Representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC to the Underwriting Agreement referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Intrexon Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Intrexon Corporation, a Delaware Virginia corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX. X. Xxxxxx Securities LLC, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 no par value per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Equity Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesEquity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesEquity Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Equity Securities, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock to general or limited partners, members, shareholders, affiliates or wholly owned subsidiaries of the undersigned or any investment fund or other entity controlled or managed by the undersigned, (D) transfers or dispositions of shares of Common Stock or such other securities to any security convertible into trust for the direct or exercisable indirect benefit of the undersigned or exchangeable the immediate family of the undersigned in a transaction not involving a disposition for value, (E) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, and (F) transfers or dispositions of shares of Common Stock or such other securities 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 (B), (C), (D), (E) or (F), 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 (B), (C), (D), (E) or (F), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or other public announcement, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of X.X. Xxxxxx Securities LLC, on behalf of the Underwriters, (i) exercise an option to purchase shares of Common Stock granted under any stock-based compensation plan of the Company utilizing any “cashless” or “net-exercise” provision, provided, that the shares of Common Stock issued upon such exercise remain subject to the 180-day restricted period or any extension thereof pursuant to this Letter Agreement, and (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided, that, such plan does not provide for any transfers of Common Stock during the 180-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, in each either the case of (i) or (ii) above, that no filing with the United States Securities and Exchange Commission or other than:public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC, on behalf of the Underwriters, agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC, on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC, on behalf of the Underwriters, hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if (i) the Underwriting Agreement does not become effective by December 31, 2013, (ii) the Company informs the undersigned that the Board of Directors for the Company has determined not to proceed with the Public Offering, (iii) the Company files and later withdraws the Registration Statement relating to the Public Offering or (iv) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. The undersigned hereby agrees that, to the extent that the terms of this Letter Agreement conflict with or are in any way inconsistent with any (i) registration rights agreement, (ii) market standoff agreement or (iii) other lock-up agreement related to the Equity Securities to which the undersigned and the Company may be a party, this Letter Agreement supersedes such agreements with respect to the Equity Securities. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [NAME OF SHAREHOLDER] By: Name: Title: Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC Corporation Public Offering of Common Stock , 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Intrexon Corporation (the “Company”) of shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2013 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten SharesShares to be sold: 3,800,000 4,188,481 Number of Option Shares: 570,000 628,272 Public offering price per share: 9.55 Annex B PROS Holdings, Inc. Pricing Term Sheet None. None Exhibit A FORM OF LOCK-UP AGREEMENT ______________January [·], 2018 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital MarketsXxxxx Xxxxxxx & Co. 000 Xxxx Xxxxxx, LLC 000 00xx Xxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 Xxx Xxxx 00000 Re: PROS HOLDINGSSyros Pharmaceuticals, INC. --- Inc. — Public Offering Ladies and Gentlemenof Shares of Common Stock Dear Sir or Madam: The undersigned understands that you, as Representatives of This Agreement is being delivered to you in connection with the several Underwriters, propose to enter into an proposed underwriting agreement (the “Underwriting Agreement”) with PROS Holdingsby and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. (Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., together with X.X. Xxxxxx, the “Representatives”) as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of the common stock, par value $0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting AgreementCompany. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent with each of the Representatives, on behalf of the Underwriters, the undersigned will notRepresentatives that, during the period beginning on the date of this letter agreement (this “Letter Agreement”) hereof through and ending 90 days on the date that is the sixtieth (60th) day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), the undersigned will not, without the prior written consent of X.X. Xxxxxx, directly or indirectly, (1i) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectlyannounce the intention to otherwise dispose of, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities Act of 1933, as amended (such shares, the “Beneficially Owned Shares,” and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantsuch act, the “Securities Act”)), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in each case other thanwhole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the second paragraph shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by Underwriters to confirm sales] Annex B PROS Holdings, Inc. B-1 Annex C SWIFT TRANSPORTATION COMPANY Pricing Term Sheet None. [TO COME] Annex C-1 Exhibit A FORM OF LOCK-UP AGREEMENT ______________November [•], 2018 X.X. Xxxxxx Securities LLC 2010 Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsIncorporated Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 to the Underwriting Agreement referred to below c/o Morgan Xxxxxxx & Co. LLC Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- SWIFT TRANSPORTATION COMPANY — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Swift Transportation Company, a Delaware corporation (the “Company”) and Swift Corporation, a Nevada corporation (“Swift”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, Class A Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representativeseach of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockClass A Common Stock, $0.001 .01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) transfers of shares of Common Stock as a bona fide gift or gifts, or to any trust, family limited partnership or similar entity established for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (B) distributions of shares of Common Stock to members, partners or stockholders of the undersigned and (C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) for the transfer of Securities so long as transfers occur subsequent to the expiration of the 180-day restricted period, as such period may be extended; provided that in the case of any transfer or distribution pursuant to clause (A) or (B), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, distribution or establishment (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title: Swift — Signature Page to Lock-up Agreement - [Name of stockholder]

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten SharesShares to be sold by the Selling Shareholder: 3,800,000 19,500,000 Number of Option SharesShares to be sold by the Selling Shareholder: 570,000 2,925,000 Price per Share to Public (include accrued dividends, if any): $22.00 Price per Share to the Underwriters – total: $21.12 Annex B PROS Holdings, Inc. Tronox Limited Pricing Term Sheet None. Exhibit A None Annex D FORM OF LOCK-UP AGREEMENT ______________October , 2018 2017 X.X. Xxxxxx Securities LLC Barclays Capital Inc. Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Tronox Limited — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsTronox Limited, Inc., a Delaware an Australian corporation (the “Company”) and Exxaro Resources Limited (the “Selling Shareholder”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, Class A Ordinary Shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 ninety (90) days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares Class A Ordinary Shares of common stock, $0.001 per share par value, the Company or any Class B Ordinary Shares of the Company (collectively the “Common StockOrdinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock share option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:registration

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by Underwriters to confirm sales] Annex B PROS IMS Health Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 20 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX, XXXXX & Co. LLC RBC Capital Markets, CO. XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSIMS Health Holdings, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS IMS Health Holdings, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representativesany two of X.X. Xxxxxx Securities LLC, Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. LLC on behalf of the UnderwritersUnderwriters (provided, for the avoidance of doubt, that the consent of each Representative has been requested), the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (except for purposes of clause (3) for such demands or exercises as will not require any public filing or other public disclosure to be made in connection therewith or will permit any required public filing or other public disclosure to be made after the expiration of the 180-day period referred to above) without the prior written consent of the Representatives , in each case other thanthan with respect to:

Pricing Information Provided Orally by Underwriters. Underwritten Shares: 8,000,000. Option Shares: 1,200,000. Public Offering Price Per per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex 6.25. ANNEX B PROS HoldingsIssuer Free Writing Prospectus None. General Use Free Writing Prospectus None. ANNEX C Ignyta, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2016 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXX XXXXXXX & Co. LLC RBC Capital Markets, LLC CO. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxx Xxxxxxx & Co. LLC 0000 000 Xxxxxxxx Xxx XxxxXxxx Xxxxxxxxxxx, Xxx Xxxx Xxxxxxxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSIgnyta, INC. --- Inc. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsIgnyta, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than a transfer of Securities (i) as a bona fide gift or gifts, (ii) to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, or by operation of law, including domestic relations orders, (iii) to an immediate family member or trust for the benefit of the undersigned or an immediate family member, (iv) as a distribution to limited or general partners, members or stockholders or as transfer to direct or indirect affiliates of the undersigned, including funds or other entities under common control or management with the undersigned, if the undersigned is a partnership, limited liability company or corporation, (v) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such shares or other Securities held by the undersigned shall remain subject to the provisions of this Letter Agreement, or (vi) to the Company in connection with the repurchase of Securities issued pursuant to an existing employee benefit plan or in connection with a termination or separation from employment or other services with the Company in effect on the date of this Letter Agreement; provided that (A) in the case of (i), (ii), (iii) and (iv) the transferee agrees to be bound in writing by the terms of this Letter Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or any public announcement by any party (donor, donee, trustee, distributor, distributee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (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) and (B) in the case of (vi) any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in (vi). Notwithstanding anything herein to the contrary, the undersigned may enter into a written trading plan established pursuant to Rule 10b5-1 of the Exchange Act during the Lock-Up Period, provided that such plan does not provide for the transfer of Securities during the Lock-Up Period and no filing or other public announcement regarding such plan shall be required or voluntarily made during the Lock-Up Period. As used herein, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the transferor. Any Securities received after the date hereof (including upon exercise of options granted to the undersigned) will also be subject to this Letter Agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. This Letter Agreement shall lapse and become null and void if (i) the Company notifies the Representatives in writing prior to the execution of the Underwriting Agreement that it does not intend to proceed with the contemplated Public Offering, (ii) the Underwriting Agreement shall not have been executed on or before June 30, 2016, or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Underwritten Shares to be sold thereunder. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Securityholder (Print exact name) By: Signature Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 8.00 per share Number of Underwritten Sharesshares: 3,800,000 Number of Option Shares: 570,000 22,000,000 Annex B PROS Holdings, Inc. C Pricing Term Sheet None. none Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, 2012 X. X. XXXXXX SECURITIES LLC As Representatives Representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSIdenix Pharmaceuticals, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsIdenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per sharepar value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), ) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) the exercise of any option to purchase shares of Common Stock, provided that the underlying Common Stock continues to be subject to the restrictions set forth above, (D) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (E) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the immediate family of the undersigned, to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the immediate family of the undersigned or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or a member or members of the immediate family of the undersigned, (F) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock upon death by will or intestate succession and (G) the entry into any trading plan established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provided that no sales or other dispositions may occur under such plan until the expiration of the 60-day restricted period and that no filing or other public announcement, whether under the Exchange Act or otherwise, shall be required or shall be made by the undersigned or the Company in connection with the trading plan during such restricted period and, before the trading plan is established, the Company shall have provided to X.X Xxxxxx Securities LLC written confirmation that no such filing or public announcement shall be required or shall be made by the Company in connection with the trading plan during such period; provided, further, that in the case of any transfer or distribution pursuant to clause (B), (E) or (F), each donee, distributee or transferee 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 (B), (D), (E) or (F), 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 60-day period referred to above). Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective prior to September 30, 2012, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The public offering price per Share is $34.00 Number 43.50. The number of Underwritten Shares: 3,800,000 Number Shares is 6,320,000. The number of Option Shares: 570,000 Shares is 948,000. Annex B PROS Holdings, Inc. Pricing Term Sheet None. Form of Opinion of Counsel for the Company Annex C Form of Intellectual Property Opinion of Counsel for the Company Exhibit A FORM OF LOCK-UP AGREEMENT ______________December 14, 2018 X.X. 2020 J.X. XXXXXX SECURITIES LLC 300 Xxxxxxx Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxx Xxxx, LLC XX 00000 As Representatives a Representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 to the Underwriting Agreement referred to below Re: PROS HOLDINGSTG Therapeutics, INC. Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives a Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsTG Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, J.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 45 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Number of shares: 7,700,000 Underwritten Shares or, if the Underwriters exercise in full their option to purchase Option Shares granted in Section 2 hereof, 8,855,000 Shares. Price Per Shareper share of common stock: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None92.50 per share. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o 2015 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Credit Suisse Securities (USA) LLC Eleven Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 as Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Re: PROS HOLDINGS, INC. --- Concho Resources Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Concho Resources Inc., a Delaware corporation (the “Company”), providing for proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”), with X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule 1 thereto (the “Underwriters”), in connection with the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to of the Underwriting Agreement (the “Underwriters”), of shares of Company’s common stock, par value $0.001 per share, of the Company share (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement of the Underwriters to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), whether now owned or publicly disclose the intention to make any offerhereafter acquired, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock without the prior written consent of the Representatives, in each case other thanthan (A) transfers of shares of Common Stock as a bona fide gift or gifts; (B) if the undersigned is not an individual, distributions of shares of Common Stock to members or stockholders of the undersigned; (C) transfers of shares of Common Stock in accordance with Rule 10b5-1 trading plans in existence on the date of the Prospectus; (D) the entrance into any new, or the renewal or amendment of any existing, Rule 10b5-1 trading plan, provided that in connection with such entry, renewal or amendment, no shares of Common Stock shall be scheduled for sale thereunder during the 60-day period after to the date of the Prospectus; (E) forfeitures of Common Stock to the Company for the purpose of satisfying tax withholding obligations of the undersigned associated with the vesting of certain restricted stock awards granted pursuant to the Company’s 2015 Stock Incentive Plan and (F) shares of Common Stock pledged as of the date hereof and sale of such by the pledgee following any foreclosure thereon; provided, further, that in the case of any transfer or distribution pursuant to clause (A) or (B) (other than bona fide gifts pursuant to clause (A) to a “charitable organization,” as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, by the undersigned in an aggregate amount taken together with all other such gifts by the undersigned not to exceed 5% of the undersigned’s total ownership of Common Stock as of the date hereof), each donee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A) or (B), no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made). In furtherance of the foregoing, the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that to the extent the Representatives enter into the Underwriting Agreement and proceed with the Public Offering, they will be doing so in reliance upon this Letter Agreement. This Letter Agreement, and any claim, controversy or dispute relating to or arising out of this Letter Agreement, shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of [•] Option Shares: 570,000 [•] Public offering price per share: $[•] Settlement Date: [•], 2023 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Written Testing-the-Waters Communications [Omitted] Annex C-1 Form of Opinion of Counsel for the Company [Omitted] Annex C-2 Form of Opinion of Counsel For The Selling Stockholder Exhibit A Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) [Omitted] Exhibit B FORM OF LOCK-UP AGREEMENT ______________[•], 2018 2023 BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 10179 Re: PROS HOLDINGS, INC. --- Madison Square Garden Entertainment Corp. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), and Sphere Entertainment Group, LLC (formerly known as MSG Entertainment Group, LLC), a Delaware limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of Class A common stock, par value $0.001 0.01 per share, of the Company (the “SecuritiesClass A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesClass A Common Stock, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (” and, such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Class A Common Stock”) Stock or any securities convertible into into, redeemable for or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Class A Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has publicly disclosed or furnished the Representatives with the details of any transaction the undersigned is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 32.00 per Share Number of Underwritten Shares: 3,800,000 2,651,108 Number of Option Shares: 570,000 397,666 Annex B PROS Holdings, Inc. QUANTERIX CORPORATION Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________August , 2018 X.X. Xxxxxx Securities 2020 LEERINK PARTNERS LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsCXXXX AND COMPANY, LLC As as Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Leerink Partners LLC 000 Xxxxxxx 200 Xxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 500 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. Quanterix Corporation --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Quanterix Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, $0.001 par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the final prospectus supplement (the “Prospectus”) relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 par value per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, . The foregoing restriction is expressly agreed to preclude the undersigned from engaging in each case any hedging or other thantransaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned's shares of Common Stock or any security convertible into Common Stock even if such shares of Common Stock or any security convertible into Common Stock would be disposed of by someone other than the undersigned. The foregoing shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The number of Shares to be sold is 2,000,000. The public offering price per share is $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 295.00. Annex B PROS HoldingsSolarEdge Technologies, Inc. Pricing Term Sheet NoneNone Annex C Officers and Directors to Sign Lock-Up Agreements • Zxx Xxxxx, Chef Executive Officer; • Rxxxx Xxxxx, Chief Financial Officer; • Yxxx Xxxxx, Vice President Research and Development; • Rxxxxx Xxxxxxxxxxx, Vice President, General Counsel and Corporate Secretary; • Mxxx Xxxxx, Chief Product Officer; • Uxx Xxxxxx, Chief Operations Officer; • Nxxxx Xxxxxx, chairman of the board of directors; • Yxxx Xxxxxxxx, director; • Mxxxxx Xxxx, director; • Dxxxx Xxxxx, director; • Axxxx More, director; • Txx Xxxxx, director; and • Bxxxx Xxxxxx, director. Exhibit A EXECUTION VERSION FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities 2022 GXXXXXX SXXXX & CO. LLC Xxxxxx Xxxxxxx J.X. XXXXXX SECURITIES LLC MXXXXX SXXXXXX & Co. LLC RBC Capital Markets, CO. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Goldman Sachs & Co. LLC 000 Xxxxxxx 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx Sxxxxxx & Co. LLC 0000 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSSOLAREDGE TECHNOLOGIES, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives of the several UnderwritersUnderwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsSolarEdge Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareCommon Stock (as defined below), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on ending 60 days (the date of this letter agreement (this “Letter AgreementLock-Up Period”) and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Stock, or such other securitiessecurities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (1) above or this clause (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The restrictions imposed by this letter agreement (this “Lock-Up Agreement”) shall not apply to the transfer or disposition of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock: (1) in transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering, provided that no filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement, shall be required or shall be made voluntarily during the Lock-Up Period; (2) as a bona fide gift or charitable contribution; (3) pursuant to a will, other testamentary document or applicable laws of descent or otherwise by way of testate or intestate succession, or pursuant to a domestic relations, settlement or similar order; (4) to any member or members of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), including to partnerships or limited liability companies for the benefit of such persons; (5) to any trust or other estate planning vehicle for the direct or indirect benefit of the undersigned or any member or members of the immediate family of the undersigned in a transaction not involving a disposition for value; (6) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (7) to any investment fund or other entity controlled or managed by the undersigned; (8) in connection with the repurchase of Common Stock by the Company in connection with termination of the undersigned’s employment with the Company; (9) pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that was in effect as of, and only shares scheduled for sale thereunder on, the date hereof; (10) any sale or other disposition of shares of Common Stock to the Company to the extent necessary to permit the undersigned to pay to the Company the exercise price and/or tax withholding obligation due upon the exercise and/or vesting of any award granted under the Company Stock Plans, provided, however, that the foregoing is limited to any award that vests or expires during the Lock-Up Period and provided further, that any securities received upon such exercise shall be subject to this Lock-Up Agreement; or (11) pursuant to a “change of control” transaction (as defined below) of the Company that, in each case case, has been approved by the board of directors of the Company, provided that in the event that such transaction is not completed, the Common Stock held by the undersigned shall remain subject to the provisions of this Lock-Up Agreement (for purposes of this clause (11), “change of control” transaction shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than any person or group of persons who currently control the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company); provided that, (v) with respect to transfers or dispositions pursuant to clauses (2), (3), (4), (5), (6) and (7), the transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter substantially in the form hereof; (w) with respect to transfers or dispositions pursuant to clauses (1), (2), (3), (4), (5), (6) and (7), no filing under Section 16(a) of the Exchange Act by any party (donor, donee, transferor or transferee) or public announcement reporting a reduction in beneficial ownership of shares of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or distribution during the Lock-Up Period; (x) with respect to any repurchase of Common Stock of the undersigned by the Company pursuant to clause (8) above in connection with the termination of the undersigned’s employment with the Company, any Common Stock of the undersigned not so repurchased by the Company and other securities subject to the terms of this Lock-Up Agreement continue to be subject to the terms of this Lock-Up Agreement and, provided further, that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such repurchase by the Company (other than, if required, a Section 16 filing, which filing, if filed during the Lock-Up Period, shall indicate that such filing relates to a repurchase of Common Stock by the Company in connection with the termination of the undersigned’s employment with the Company and that any shares of Common Stock and other securities subject to the Lock-Up Agreement that continue to be held by the undersigned remain subject to the terms of the Lock-Up Agreement); (y) with respect to any sale or disposition of Common Stock pursuant to clause (9), that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such repurchase by the Company (other than, if required, a Section 16 filing, which filing, if filed during the Lock-Up Period, shall indicate that such transaction was effected pursuant to a 10b5-1 Plan); and (z) with respect to any sale or disposition of Common Stock pursuant to clause (10), no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such repurchase by the Company (other than, if required, a Section 16 filing, which filing, if filed during the Lock-Up Period, shall indicate that such sale or other disposition was made to the Company to permit the undersigned to pay to the Company the exercise price and/or tax withholding obligation due upon the exercise and/or vesting of an award granted under a Company Stock Plan). For the avoidance of doubt, the restrictions set forth in this Lock-Up Agreement shall not preclude the undersigned from assisting the Company in the filing by the Company of a registration statement by the Company on Form S-8 in the ordinary course of the undersigned’s responsibilities if the undersigned is an officer, director or employee of the Company; provided, however, that, for the further avoidance of doubt, any such registration statement on Form S-8 shall be solely for the purpose of registering issuances of securities by the Company pursuant to the Company Stock Plans and the filing by the Company of such registration statement shall be in accordance with the Underwriting Agreement. Notwithstanding anything to the contrary herein, the undersigned shall be permitted to establish a 10b5-1 Plan for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period, and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period. Furthermore, notwithstanding the restrictions imposed by this Lock-Up Agreement, the undersigned may, without the prior written consent of the Representatives, exercise any option, warrant, restricted stock unit, restricted stock or other equity-based award, including stock appreciation rights, (each, an “Award”) granted pursuant to the Company Stock Plans; provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement and that no filing under the Exchange Act shall be required or shall be voluntarily made in connection with such exercise (other than, in connection with an Award exercise pursuant to this paragraph, a Section 16 filing with respect to the Company under the Exchange Act, provided, however, that if such filing is filed during the Lock-Up Period, such filing (A) shall not report, except as otherwise permitted by this Lock-Up Agreement, any reduction in beneficial ownership of Common Stock in connection with such Award exercise and (B) shall indicate, except as otherwise permitted by this Lock-Up Agreement, that such filing relates to an exercise of Awards, that no shares of Common Stock are being sold or otherwise disposed by the undersigned in connection therewith and that the shares of Common Stock received by the undersigned upon such Award exercise are subject to the terms of the Lock-Up Agreement). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Lock-Up Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation. The undersigned understands that, if the Underwriting Agreement does not become effective by April 15, 2022, or 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 Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number and other terms of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet Nonethe offering conveyed orally (and included in a Rule 134 compliant pricing notice). Exhibit A FORM OF LOCK-UP AGREEMENT ______________LOCK-UP AGREEMENT August 3, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx 2023 Gxxxxxx Sxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx 200 Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 NY 10282 Re: PROS HOLDINGS, INC. --- AmerisourceBergen Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that the Underwriter (“you, ”) and the Dealers (in each case as Representatives of defined in the several Underwriters, Underwriting Agreement) propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsWalgreens Boots Alliance Holdings LLC, Inc.a Delaware limited liability company (the “Counterparty”), and AmerisourceBergen Corporation, a Delaware corporation (the “CompanyIssuer”), providing for in connection with prepaid variable share forward transactions (each, a “VPF Transaction” and, together, the “VPF Transactions”) covering an aggregate of 10,500,000 shares of common stock of the Issuer (the “Common Stock”) and the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 Underwriter of 7,293,548 shares of Common Stock. In connection with hedging their exposure under the VPF Transactions, on or prior to the Underwriting Agreement (Closing Date, the “Underwriters”)Dealers will borrow and sell Common Stock, of shares of common stockdirectly or through affiliates, par value $0.001 per share, of to the Company (the “Securities”)Underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of order to induce you to enter into the Underwriters’ agreement to purchase and make the Public Offering of the Securities, Underwriting Agreement and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersUnderwriter, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 30 days after the date of the prospectus relating to Prospectus for the Public Offering (the “Prospectus”) Offered Securities (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make cause to be filed or confidentially submitted any demand for or exercise any right with respect to registration statement for, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) pursuant to the VPF Transactions and the shares of Common Stock to be sold or transferred by or on behalf of the Dealers to the Underwriter pursuant to the Underwriting Agreement; (B) transfers as a bona fide gift or gifts, or for bona fide estate planning purposes; (C) distributions, transfers or exchanges of shares of Common Stock or any security, directly or indirectly, convertible into or exercisable or exchangeable for Common Stock to or with limited or general partners, members, stockholders or affiliates (as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the undersigned; (D) transfers to immediate family members of the undersigned, trusts for the benefit of the undersigned or immediate family members of the undersigned, or partnerships, limited liability companies or other entities the only partners, members or equity holders of which are the undersigned and/or immediate family members of the undersigned; (E) transfers by will or intestacy upon the death of the undersigned, or by operation of law or pursuant to an order of a court or regulatory authority, such as pursuant to a qualified domestic order, divorce settlement or decree or separation agreement; (F) transfers to, or exchanges with, any investment fund controlled or managed by the undersigned; (G) transfers of shares of Common Stock purchased by the undersigned on the open market following the Public Offering; (H) transfers to conduct a “net” or “cashless” settlement, via a disposition to the Issuer, of any equity awards issued pursuant to an employee benefit plan maintained by the Issuer or any of its subsidiaries, including for the payment of exercise price and tax and remittance payments due, provided that (i) any Common Stock received upon such exercise shall be subject to the restrictions contained herein and (ii) if the undersigned is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period related to such an exercise by the undersigned, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of net share settlement or tax withholding obligations of the undersigned in connection with such settlement; (I) to the Issuer from an employee of or service provider of the Issuer upon death, disability or termination of employment, in each case, of such employee or service provider and (J) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a Change of Control (defined below) of the Issuer approved by the Issuer’s board of directors, provided that in the event that the Change of Control is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained herein; provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (F), each donee, distributee or transferee shall execute and deliver to the Underwriter 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 (B), (C), (D), (E), (F) or (G), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act showing a reduction in beneficial ownership 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 Restricted Period referred to above). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned.

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 76.00 per share Number of Underwritten Shares: 3,800,000 3,289,473 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 493,420 Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx 2016 Xxxxxxx, Sachs & Co. LLC RBC Capital MarketsXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx and Company, LLC As as Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Goldman, Xxxxx & Co. 000 Xxxx Xxxxxx Securities Xxx Xxxx, Xxx Xxxx, 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Cowen and Company, LLC 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSbluebird bio, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsbluebird bio, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.01 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesXxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 45 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock or other securities of the Company as a bona fide gift or gifts, (B) transfers of shares of Common Stock 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, (C) transfers of shares of Common Stock 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, (D) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be made during the 45 day period after the date of the Prospectus in connection with subsequent sales of Common Stock acquired in such open market transactions, (E) transfers of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof, which trading plan shall not be amended during the 45 days after the date of the prospectus but may be terminated during the 45 days after the date of the prospectus and (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act providing for the transfer of shares of Common Stock, to the extent that such plan does not provide for the transfer of shares of Common Stock during the 45 days after the date of the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the 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 45 day period referred to above). [Notwithstanding the foregoing, the undersigned may transfer or sell shares of Common Stock for the sole purpose of satisfying any tax withholding obligations incurred upon the vesting of any restricted stock units that vest during the 45-day period referred to above, through the surrender to the Company of shares of Common Stock or through sales of shares of Common Stock in the market, provided that any shares of Common Stock received by the undersigned upon such vesting shall be subject to the restrictions provided for in this Letter Agreement; provided, that any related filing under Section 16(a) of the Exchange Act must note that such transfer or sale was made solely to satisfy tax withholding obligations.] In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [●] Option Shares: [●] Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [●] Annex B PROS Holdings, Inc. Pricing Term Sheet Written Testing-the-Waters Communications None. Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________, 2018 up Agreement [●] X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. Xxxxxxxxx LLC RBC Capital MarketsXxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan x Xxxxxxxxx LLC 000 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital MarketsCowen and Company, LLC 000 Xxxxx Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 Xxx Xxxx 00000 Re: PROS HOLDINGS, INC. Generation Bio Co. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Generation Bio Co., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by us/the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, $0.0001 per share par value $0.001 per share(the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings[set out key information included in script that will be used by Underwriters to confirm sales, Inc. Pricing Term Sheet None. if applicable] Exhibit A FORM OF LOCK-UP AGREEMENT ______________[ ], 2018 2013 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Barclays Capital Markets, LLC Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Barclays Capital Inc. 000 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 0000 Re: PROS HOLDINGS, INC. --- CHC Group Ltd. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.CHC Group Ltd., a Delaware corporation Cayman Islands exempted company (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares an aggregate of common stock[ ] Ordinary Shares, $0.0001 par value $0.001 per share, of the Company (the “SecuritiesUnderwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares, $0.0001 par value per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockOrdinary Shares, $0.001 0.0001 par value per share par valueshare, of the Company (the “Common StockOrdinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common StockOrdinary Shares, in each case other than:than (A) in connection with transactions by any person other than the Company relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering, provided that no public reports or filings reporting a reduction in beneficial ownership of the Ordinary Shares shall be required or shall be voluntarily made during the restricted period; (B) transfers of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares (i) as a bona fide gift or for bona fide estate planning purposes, (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) not involving a change in beneficial ownership, or (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary; (C) distributions of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares to any direct or indirect affiliates (within the meaning set forth in Rule 405 as promulgated by the SEC under the Securities Act, current or former partners (general or limited), members or managers of the undersigned, as applicable, or to the estates of any such partners, members or managers, provided, that in the case of any transfer or distribution pursuant to clauses (B) or (C), (i) each transferee, donee, trustee or distributee shall sign and deliver a lock-up letter substantially in the form of this Letter Agreement and (ii) if any public reports or filings regarding any such transfer or distribution shall be required or shall be voluntarily made during the restricted period (A) the undersigned shall provide the Representatives prior written notice informing them of such report or filing and (B) such report or filing shall disclose that such transferee, donee, trustee or distribute, as the case may be, agrees to be bound in writing by the restrictions set forth herein; (D) the establishment of a trading plan pursuant to (and in accordance with all of the requirements of) Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares, provided that (i) such plan does not provide for the transfer of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares during the restricted period hereunder and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the restricted period; (E) the exercise by the undersigned of any outstanding warrants or the exercise or vesting of any equity awards pursuant to the Company Stock Plans or other employee benefit plans existing as of the date of this Letter Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or the sale of any Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares underlying warrants or equity awards as part of the cashless exercise of such securities being transferred between the undersigned and the Company (and not involving open market transactions), in each case in connection with any such equity awards or warrants held by the undersigned as of the date of this Letter Agreement in accordance with their terms, provided that the securities received upon such exercise or conversion are subject to this Letter Agreement; or (F) the transfer of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares pursuant to a qualified domestic order or in connection with a divorce settlement. If the undersigned is an officer or director of the Company, (i) the Representatives, on behalf of the Underwriters, agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representatives, on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives, on behalf of the Underwriters, hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, (i) if the Underwriting Agreement does not become effective by March 31, 2014, or 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 Ordinary Shares to be sold thereunder, (ii) the Registration Statement is withdrawn by the Company prior to the Underwriting Agreement becoming effective or (iii) the Company notifies the Representatives that it does not intend to proceed with the Public Offering prior to the entering into of the Underwriting Agreement, the undersigned shall be released from all obligations under this Letter Agreement and this Letter Agreement shall be of no further force or effect. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title: Exhibit B [Form of Waiver of Lock-up] X.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. CHC Group Ltd. Public Offering of Ordinary Shares , 20 [ ] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by CHC Group Ltd. (the “Company”) of an aggregate of [ ] Ordinary Shares, $0.0001 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares, $0.0001 par value per share, of the Company (the “Option Shares”, and together with the Underwritten Shares, the “Ordinary Shares”) and the lock-up letter dated , 20[14] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20[14], with respect to [ ] Ordinary Shares (the “Shares”).

Pricing Information Provided Orally by Underwriters. Public Offering [Price Per Shareper share: $34.00 [l] Number of Underwritten Shares: 3,800,000 [l] Number of Option Shares: 570,000 [l] Annex B PROS HoldingsWritten Testing-the-Waters Communications • Investor Presentation dated July 2018 Annex C Guardant Health, Inc. Pricing Term Sheet [None. .] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC RBC Capital Markets, LLC XXXXX INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx Merrill Lynch, Pierce, Xxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSGuardant Health, INC. --- Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsGuardant Health, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.00001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated on behalf of the Underwriters, the undersigned will not, subject to the exceptions set forth in this letter agreement (this “Letter Agreement”), during the period beginning on the date of this letter agreement (this “Letter Agreement”) Agreement and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in the Public Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares2,300,000 Price to Public: 570,000 Annex $50.00 Underwriting Discounts and Commissions per Share: $3.00 ANNEX B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________January , 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, 2015 X. X. XXXXXX SECURITIES LLC As Representatives Representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSOvaScience, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsOvaScience, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) distributions of shares of Common Stock to members, limited partners or stockholders of the undersigned, (C) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (D) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, (E) following the death of the undersigned, by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of the undersigned’s property upon the undersigned’s death, (F) to the Company (or the Company may withhold such securities) (i) for tax withholding purposes in connection with the vesting of equity awards that are subject to a taxable event upon vesting or (ii) pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Securities by the Company or in connection with the termination of the undersigned’s employment with the Company, and (G) upon the exercise of options, restricted stock units or warrants to purchase Securities pursuant to an arrangement whereby the Company withholds shares issuable pursuant to the option, restricted stock unit or warrant in payment of the exercise price or any tax withholding obligation, provided in each case that the underlying Securities issued upon exercise of such options, restricted stock units or warrants continues to be subject to the restrictions set forth herein and provided, further that (i) in the case of any transfer or distribution pursuant to clauses (A) through (E), each donee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; (ii) in the case of any transfer or distribution pursuant to clauses (A) through (E), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “1934 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 60-day period referred to above) and (iii) in the case of any transfers to the Company (or the Company withholding such securities) pursuant to clause (F), any filing made by any party (transferor or transferee) under the 1934 Act, or other public announcement shall state that the securities are being transferred or withheld to satisfy statutory withholding requirements triggered by the vesting of equity awards. This Letter Agreement shall not prohibit the transfer or distribution of securities held on the date hereof by an investment fund with which an individual signatory hereto is affiliated (nor require any such transferees or distributees to execute a lock-up letter nor prevent any required Securities and Exchange Commission filing in connection with such a transfer or distribution), but if such affiliated investment fund has entered into a lock-up letter in connection with the Public Offering, it shall be bound to the extent of such letter. In the event an individual signatory hereto transfers or distributes securities to an affiliated investment fund subsequent to the date hereof, such transfer or distribution shall be conditioned upon such transferee or distributee executing a lock-up letter in the form hereof with respect to such transferred or distributed securities. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof establish a 10b5-1 plan pursuant to and in accordance with Rule 10b5-1(c) under the Exchange Act, provided that (1) such plan does not provide for the transfer of Common Stock during the 60-day lock-up period, and (2) entry into the 10b5-1 plan is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act, and no other public announcement of the 10b5-1 plan is required or voluntarily effected during the 60-day lock-up period. The lock-up restrictions described herein shall not apply to any sale, transfer or other disposition of shares of Common Stock or any security convertible into Common Stock pursuant to any Rule 10b5-1 plan existing on the date hereof and that has been previously disclosed in writing to the Representative. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by March 1, 2015 (which date may be extended for up to an additional 60 days by the Company by written notice to the undersigned), or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name: By: Name: Title: List of Persons Subject to Lock-up Xxxxxxxx Xxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx Stock Xxxxxxx XxXxxxx Xxxxx Xxxxxxx

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 [ ] per share Number of Underwritten Shares: 3,800,000 [ ] Number of Option Shares: 570,000 [ ] Annex B PROS HoldingsWritten Testing-the-Waters Communications None. Annex C NanoString Technologies, Inc. Pricing Term Sheet None. [TO COME] Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________Up Agreement , 2018 2014 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. LLC RBC Capital Markets, CO. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSNanoString Technologies, INC. --- Inc. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsNanoString Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of the common stock, par value $0.001 0.0001 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, ; (2) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:. The provisions of the immediately preceding paragraph shall not apply to (or otherwise limit or restrict):

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper share to the public: $34.00 [•] Number of Underwritten SharesShares Offered: 3,800,000 Number of Option Shares: 570,000 [•] Annex B PROS Holdings, Inc. Pricing Term Sheet None. to Underwriting Agreement Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2011 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx Xxxxxxx, Sachs & Co. LLC RBC Capital MarketsXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSLaredo Petroleum Holdings, INC. --- Public Offering Inc. Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Laredo Petroleum Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, $0.01 per share par value $0.001 per share(the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, on behalf of the UnderwritersXxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge pledge, disposition or dispositionfiling, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. Notwithstanding the foregoing, the undersigned may make transfers of Common Stock as bona fide gifts, transfers by will or the laws of intestacy, transfers to family members (including to vehicles of which they are beneficial owners), transfers pursuant to domestic relations or court orders, or (in the case of corporations or other entities) transfers to affiliates, in each case so long as the transferee agrees to be bound by the restrictions set forth herein and such transfer is not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC, Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 180-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than:than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title: Exhibit B [Form of Press Release] Laredo Petroleum Holdings, Inc. [Date] Laredo Petroleum Holdings, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, the 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 , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit B to Underwriting Agreement

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The price per share of the Company’s common stock is $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex 20.00. EXHIBIT A OPINION OF COUNSEL TO THE COMPANY EXHIBIT B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A OPINION OF COUNSEL TO SELLING STOCKHOLDER EXHIBIT C FORM OF CUSTODY AGREEMENT AND POWER OF ATTORNEY EXHIBIT D FORM OF LOCK-UP AGREEMENT ______________QAD Inc. 100 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx Xxxxxxxxxx 00000 SXXXXX, XXXXXXXX & Co. LLC RBC Capital MarketsCOMPANY, LLC Incorporated As Representatives representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxxx, Xxx Xxxx Xxxxxxxx & Company, Incorporated Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of refers to the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “"Underwriting Agreement”") with PROS Holdings, among QAD Inc., a Delaware corporation (the “"Company”"), providing for the several underwriters named therein (the "Underwriters") and the selling stockholders named therein. As an inducement to the Underwriters to execute the Underwriting Agreement in connection with the proposed public offering of shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Public OfferingClass A Common Stock”) by , and, together with the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockthe Company’s Class B Common Stock, par value $0.001 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement , pursuant to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgeda Registration Statement on Form S-3, the undersigned hereby agrees thatthat from the date hereof and until 90 days after the public offering date set forth on the final prospectus used to sell the Class A Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such 90 day period being referred to herein as the “Lock-Up Period”), without the prior written consent of the Representatives, on behalf of the Underwritersto which you are or expect to become parties, the undersigned will not, during the period beginning on the date of this letter agreement not (this “Letter Agreement”) and ending 90 days after the date will cause any spouse or immediate family member of the prospectus relating to spouse or the Public Offering (undersigned living in the “Prospectus”) (undersigned’s household, any partnership, corporation or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such period, the “Restricted Period”), (1spouse or family member not to) offer, sell, contract to sell (including any short sale), pledge, sellhypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any shares of Common Stock (including without limitationStock, Common Stock or such other securities enter into a transaction which may be deemed to be beneficially owned by would have the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)same effect, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise otherwise, or (3) publicly disclose the intention to make any demand for such offer, sale, pledge or exercise disposition, or to enter into any right with respect to the registration of any shares of Common Stock such transaction, swap, hedge or any security convertible into or exercisable or exchangeable for Common Stockother arrangement, without, in each case, the prior written consent of Sxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), which consent may be withheld in Stifel’s sole discretion; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company 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 automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Stifel waives, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by Stifel to the Company (in accordance with Section 9(m) of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other thanaction that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to Stifel and will not consummate such transaction or take any such action unless it has received written confirmation from Stifel that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. The foregoing restrictions shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of 7,000,000 Option Shares: 570,000 Annex B PROS Holdings1,050,000 Public offering per share: $6.50 Settlement Date: May 13, Inc. Pricing Term Sheet None. 2024 Exhibit A FORM OF LOCK-UP AGREEMENT ______________[●], 2018 X.X. 2024 J.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsBofA Securities, Inc. TD Securities (USA) LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. J.X. Xxxxxx Securities LLC 000 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o TD Securities (USA) LLC Oxx Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsCompoSecure, Inc., a Delaware corporation (the “Company”), CompoSecure Holdings, L.L.C., a Delaware limited liability company, and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), ) of shares of common stock, par value $0.001 per share, Class A Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, J.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockClass A Common Stock, $0.001 0.0001 per share par value, of the Company (the “Class A Common Stock”) or any securities convertible into or exercisable or exchangeable for Class A Common Stock, including, for the avoidance of doubt, any shares of Class B Common Stock or LLC Units (including without limitation, Class A Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Class A Common Stock or such other securities, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 34.50 per Share Number of Underwritten Shares: 3,800,000 6,500,000 Number of Option Shares: 570,000 975,000 Annex B PROS HoldingsConstellation Pharmaceuticals, Inc. Pricing Term Sheet None. Not Applicable Annex C Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Counsel for the Company Annex D Form of Opinion of XxXxxxxx & English, LLP, Intellectual Property Counsel for the Company Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2019 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. XXXXXXXXX LLC RBC Capital MarketsXXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSConstellation Pharmaceuticals, INC. --- Public Inc. — Equity Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsConstellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of its common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, Common Stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan transfers, dispositions or distributions of shares of Common Stock:

Pricing Information Provided Orally by Underwriters. Public Offering Firm Shares: [ — ] Price Per Shareper share: $34.00 Number of Underwritten Shares: 3,800,000 Number of [ — ] The Underwriters have an option to purchase up to [ — ] Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit Shares EXHIBIT A FORM OF LOCK-UP AGREEMENT ______________LOCK-UP AGREEMENT AUSPEX PHARMACEUTICALS, 2018 X.X. INC. 0000 Xxxxx Xxxxxx Securities LLC Xxxxxx Xxxxxxx Xxxxx Court, Suite 225 La Jolla, CA 92037 XXXXXX, XXXXXXXX & Co. LLC RBC Capital MarketsCOMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto INCORPORATED BMO CAPITAL MARKETS CORP. c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx XxxxXxxxxxxxxx Xxxxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxSuite 3700 San Francisco, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering CA 94104 Ladies and Gentlemen: The undersigned understands that you, as Representatives of refers to the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsamong Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by and the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement therein (the “Underwriters”), for whom Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and BMO Capital Markets Corp. (“BMO” and together with Stifel, the “Representatives”) are acting as representatives. As an inducement to the Representatives to execute the Underwriting Agreement on behalf of the Underwriters in connection with the proposed public offering of shares of the Company’s common stock, par value $0.001 0.0001 per share, of the Company share (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement , pursuant to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgeda Registration Statement on Form S-1, the undersigned hereby agrees that, without that from the prior written consent of date hereof and until 90 days after the Representatives, public offering date set forth on behalf of the Underwritersfinal prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such period being referred to herein as the “Lock-Up Period”), the undersigned will notnot (and will cause any spouse, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date domestic partner or immediate family member of the prospectus relating spouse, domestic partner or the undersigned living in the undersigned’s household, any partnership, corporation, limited liability company or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or immediate family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the Public Offering meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Prospectus”) (such period, the “Restricted PeriodExchange Act”), (1) offergrant any option, pledgeright or warrant for the sale of, sell, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any shares of Common Stock (including without limitationStock, Common Stock or such other securities enter into a transaction which may be deemed to be beneficially owned by would have the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)same effect, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise otherwise, or (3) publicly disclose the intention to make any demand for such offer, sale, pledge or exercise disposition, or to enter into any right with respect to the registration of any shares of Common Stock such transaction, swap, hedge or any security convertible into or exercisable or exchangeable for Common Stockother arrangement, without, in each case other than:case, the prior written consent of each of the Representatives, which consent may be withheld in either Representative’s sole discretion. For purposes of this Agreement,

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by Underwriters to confirm sales] Annex B PROS Holdings, Inc. C Written Testing-the-Waters Communications [None] Annex D Celladon Corporation Pricing Term Sheet None. [TO COME] Annex E Lock-up Parties Exhibit A FORM OF LOCK-UP AGREEMENT ______________[Circulated Separately] LOCK-UP AGREEMENT , 2018 X.X. Xxxxxx Securities 2013 X. X. XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Barclays Capital Inc. 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Celladon Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Celladon Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareCommon Stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and such securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members, stockholders or trust beneficiaries of the undersigned, (F) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of shares of Common Stock or such other securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (G) the transfer of shares of Common Stock or such other securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, and (H) the transfer or disposal of shares of Common Stock or such other securities acquired in the Public Offering or on the open market following the Public Offering; provided that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D), (E), (F), or (G) each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D), (E), (F), (G) or (H) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of X.X. Xxxxxx Securities LLC and Barclays Capital Inc., (i) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the 180-day restricted period pursuant to this Letter Agreement and provided, further, that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) receive shares of Common Stock in connection with the vesting of restricted stock or the exercise of options to purchase shares of Common Stock, including any transfer for the payment of taxes due as a result of such vesting or exercise, whether by means of “net settlement” or otherwise (provided any such transfer shall only be permitted to the Company), provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement, (iv) transfer shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Letter Agreement, and (v) convert the outstanding preferred shares of the Company into shares of Common Stock, provided that any such shares received upon such conversion shall be subject to the terms of this Letter Agreement. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In the event that any of the Company’s securities are released from the lockup restrictions set forth in a lock-up agreement for the Public Offering entered into with X.X. Xxxxxx Securities LLC and Barclays Capital Inc., on behalf of the Underwriters, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. shall immediately and fully release the same percentage of shares of the Company’s securities held by the undersigned from any remaining lockup restrictions concurrently therewith; provided, however, that (a) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. will not be obligated to release the undersigned from such lockup (i) unless and until X.X. Xxxxxx Securities LLC and Barclays Capital Inc. have first released more than three percent (3%) of the Company’s total outstanding shares from such lockup (calculated as of immediately following the closing of the Public Offering) except for releases in an underwritten public offering covered by the following subclause (ii), or (ii) if, with respect to any lock up release effected in order to permit a person otherwise subject to lockup restrictions set forth in a lock-up agreement for the Public Offering to participate in an underwritten public offering, the undersigned has been given the opportunity to participate in such underwritten public offering on a pro rata basis and the undersigned declined to so participate, and (b) in the event that any percentage of such shares released from the lockup restrictions are subject to any restrictions, the same restrictions shall be applicable to the release of the same percentage of the Company’s securities held by the undersigned. In the event that the undersigned is released from any of its obligations under this agreement or, by virtue of this agreement, becomes entitled to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Common Stock) prior to the date that is 180 days after the date of the Prospectus, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. shall use their commercially reasonable efforts to notify the undersigned within three (3) business days; provided that the failure to give such notice shall not give rise to any claim or liability against X.X. Xxxxxx Securities LLC, Barclays Capital Inc. or the Underwriters. The obligations set forth herein shall only become effective once all officers and directors of the Company, and all holders of greater than one percent of the Company’s outstanding capital stock (on an as converted Common Stock basis) enter into a substantially similar agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, (i) if the Underwriting Agreement is not executed or does not become effective on or prior to Xxxxx 00, 0000, (xx) 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 Common Stock to be sold thereunder, (iii) the Company notifies X.X. Xxxxxx Securities LLC and Barclays Capital Inc. in writing that it does not intend to proceed with the Public Offering, (iv) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. notify the Company in writing that they do not intend to proceed with the Public Offering, or (v) the registration statement related to the Public Offering has been withdrawn, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Print Name: Exhibit C Form of Press Release Celladon Corporation [Date] Celladon Corporation, (the “Company”) announced today that X.X. Xxxxxx Securities LLC and Barclays Capital Inc., the joint book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 22.00 Number of Underwritten Shares: 3,800,000 Number of 13,636,364 Underwritten Shares plus 2,045,454 Option SharesShares Underwriting Discounts and Commissions: 570,000 $1.32 per Share Annex B PROS HoldingsRevolution Medicines, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________[ • ], 2018 2023 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. XXXXX AND COMPANY, LLC RBC Capital MarketsSVB SECURITIES LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 NY 10179 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Marketsx Xxxxx and Company, LLC 000 Xxxxx Xxxxxxxxx Xxxxxx New York, NY 10022 c/o SVB Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York 10281 York, NY 10019 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, NY 10017 Re: PROS HOLDINGSRevolution Medicines, INC. --- Inc. Public Offering Ladies and GentlemenTo the addressees set forth above: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsRevolution Medicines, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the several Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, in each case subject to the exceptions set forth in this letter agreement (this “Letter Agreement”), during the period beginning on the date of this letter agreement (this “Letter Agreement”) Agreement and ending 90 days at the close of business on the 60th day after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.0001 par value per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such any other securitiesLock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition (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 Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockother securities, in each case other thancash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by Underwriters to confirm sales] Annex B PROS Holdings, Inc. C Written Testing-the-Waters Communications [None] Annex D Celladon Corporation Pricing Term Sheet None. Annex E Lock-up Parties [TO COME] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities 2013 X. X. XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Barclays Capital Inc. 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Celladon Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Celladon Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareCommon Stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and such securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members, stockholders or trust beneficiaries of the undersigned, (F) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of shares of Common Stock or such other securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (G) the transfer of shares of Common Stock or such other securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, and (H) the transfer or disposal of shares of Common Stock or such other securities acquired in the Public Offering or on the open market following the Public Offering; provided that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D), (E), (F), or (G) each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D), (E), (F), (G) or (H) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of X.X. Xxxxxx Securities LLC and Barclays Capital Inc., (i) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the 180-day restricted period pursuant to this Letter Agreement and provided, further, that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) receive shares of Common Stock in connection with the vesting of restricted stock or the exercise of options to purchase shares of Common Stock, including any transfer for the payment of taxes due as a result of such vesting or exercise, whether by means of “net settlement” or otherwise (provided any such transfer shall only be permitted to the Company), provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement, (iv) transfer shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Letter Agreement, and (v) convert the outstanding preferred shares of the Company into shares of Common Stock, provided that any such shares received upon such conversion shall be subject to the terms of this Letter Agreement. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In the event that any of the Company’s securities are released from the lockup restrictions set forth in a lock-up agreement for the Public Offering entered into with X.X. Xxxxxx Securities LLC and Barclays Capital Inc., on behalf of the Underwriters, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. shall immediately and fully release the same percentage of shares of the Company’s securities held by the undersigned from any remaining lockup restrictions concurrently therewith; provided, however, that (a) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. will not be obligated to release the undersigned from such lockup (i) unless and until X.X. Xxxxxx Securities LLC and Barclays Capital Inc. have first released more than three percent (3%) of the Company’s total outstanding shares from such lockup (calculated as of immediately following the closing of the Public Offering) except for releases in an underwritten public offering covered by the following subclause (ii), or (ii) if, with respect to any lock up release effected in order to permit a person otherwise subject to lockup restrictions set forth in a lock-up agreement for the Public Offering to participate in an underwritten public offering, the undersigned has been given the opportunity to participate in such underwritten public offering on a pro rata basis and the undersigned declined to so participate, and (b) in the event that any percentage of such shares released from the lockup restrictions are subject to any restrictions, the same restrictions shall be applicable to the release of the same percentage of the Company’s securities held by the undersigned. In the event that the undersigned is released from any of its obligations under this agreement or, by virtue of this agreement, becomes entitled to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Common Stock) prior to the date that is 180 days after the date of the Prospectus, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. shall use their commercially reasonable efforts to notify the undersigned within three (3) business days; provided that the failure to give such notice shall not give rise to any claim or liability against X.X. Xxxxxx Securities LLC, Barclays Capital Inc. or the Underwriters. The obligations set forth herein shall only become effective once all officers and directors of the Company, and all holders of greater than one percent of the Company’s outstanding capital stock (on an as converted Common Stock basis) enter into a substantially similar agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, (i) if the Underwriting Agreement is not executed or does not become effective on or prior to Xxxxx 00, 0000, (xx) 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 Common Stock to be sold thereunder, (iii) the Company notifies X.X. Xxxxxx Securities LLC and Barclays Capital Inc. in writing that it does not intend to proceed with the Public Offering, (iv) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. notify the Company in writing that they do not intend to proceed with the Public Offering, or (v) the registration statement related to the Public Offering has been withdrawn, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Print Name: OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and effective as of December [ ], 2013, between X.X. Xxxxxx Securities LLC (“Assignor”) and Barclays Capital Inc. (“Assignee”).

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 110.75 per Share Number of Underwritten Shares: 3,800,000 1,986,455 Number of Option Shares: 570,000 297,968 Annex B PROS Holdings, Inc. Pricing Term Sheet C Written Testing-the-Waters Communications None. Exhibit A A-1 FORM OF LOCK-UP AGREEMENT ______________(Directors and Officers) , 2018 2014 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx Xxxxxxx, Sachs & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx Goldman, Sachs & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSAgios Pharmaceuticals, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsAgios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the UnderwritersUnderwriters (the “Representatives”), the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned and (F) the exercise of options to purchase shares of Common Stock granted under a stock incentive plan described in the Prospectus, provided that the underlying Common Stock issued upon such exercise continues to be subject to the restrictions set forth in this Letter Agreement on the terms set forth herein; provided that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (E) each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (E), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representatives, (i) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that, except as expressly specified in subsection (iv)(2) below, such plan does not provide for any transfers of Common Stock during the 90-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, that, except as expressly specified in subsection (iv)(2) below, no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) transfer or dispose of shares of Common Stock acquired on the open market following the Public Offering, provided that no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on Form 5 made after the expiration of the 90-day period referred to above) and (iv) transfer shares of Common Stock pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (1) such trading plan shall have been in effect prior to the date hereof or (2) no shares are transferred pursuant to such trading plan prior to the 60th day after the date of the Prospectus and the aggregate number of shares transferred in the aggregate by the undersigned pursuant to this clause (iv)(2) and all other shareholders pursuant to the corresponding exception in their letter agreement with the Representatives relating to the offering does not exceed 50,000 shares during the period commencing on the date ending 60 days after the date of the Prospectus and ending at the expiration of the 90-day restricted period, and provided, further, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act. The Representatives, on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives, on behalf of the Underwriters will notify the Company of the impending release or waiver, and the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. This Letter Agreement shall automatically terminate and the undersigned shall be released from all obligations under this Letter Agreement upon the earliest to occur, if any, of: (a) either the Company, on the one hand, or either the Representatives, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering, (b) termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the sale of any of the Securities to the Underwriters, and (c) the registration statement filed with the Commission with respect to the Public Offering is withdrawn. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title: Xxxxxxx X-0 FORM OF LOCK-UP AGREEMENT (Shareholders) , 2014 X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Agios Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters (the “Representatives”), the undersigned will not, during the period commencing on the date hereof and ending on the earlier of (x) 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) and (y) February 28, 2015 (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer,

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 16.00 Number of Underwritten Shares: 3,800,000 Number of 5,000,000 Underwritten Shares plus 750,000 Option Shares: 570,000 Shares Annex B PROS Par Pacific Holdings, Inc. Pricing Term Sheet None. Exhibit A Annex C-1 Form of Opinion of Counsel for the Company Annex C-2 Form of Opinion of General Counsel Annex D FORM OF LOCK-UP AGREEMENT ______________March 15, 2018 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX XXXXX & Co. LLC RBC Capital Markets, CO. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx Goldman Xxxxx & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 00000-0000 Re: PROS HOLDINGSPar Pacific Holdings, INC. --- Inc. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 The public offering price is, as to each investor, the price paid per share by such investor. Number of Underwritten Sharesshares: 3,800,000 Number of Option Shares: 570,000 2,000,000 Shares Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Up Agreement X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 10179 Re: PROS HOLDINGSMKS Instruments, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsMKS Instruments, Inc., a Delaware Massachusetts corporation (the “Company”), and the selling stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value (the “Common Stock”), of the Company by the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesOffering, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period (the “Lock-up Period”) beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)) (collectively, the “Lock-up Securities”) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthe Lock-up Securities. The foregoing restrictions shall not apply:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 265.00 per share Purchase Price: $257.85 per share Number of Underwritten Shares: 3,800,000 4,528,302 Number of Option Shares: 570,000 679,245 Annex B PROS Holdings, Inc. Pricing Term Sheet None. [Form of Opinion of Counsel for the Company] [ATTACHED] Exhibit A FORM OF LOCK-UP AGREEMENT ______________August [Ÿ], 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsSUNTRUST XXXXXXXX XXXXXXXX, INC. X. X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. SunTrust Xxxxxxxx Xxxxxxxx, Inc. 0000 Xxxxxxxxx Xx. XX 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSWELLCARE HEALTH PLANS, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsWellCare Health Plans, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesSunTrust Xxxxxxxx Xxxxxxxx, Inc. and X. X. Xxxxxx Securities LLC, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers of shares of Common Stock by will or intestacy, (C) transfers of shares of Common Stock to any trust, the beneficiaries of which are exclusively the undersigned’s or a member or members of his or her immediate family or to any other entity that is wholly-owned by such persons, or (D) transfers of shares of Common Stock to a corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the undersigned, or is wholly-owned by the undersigned and/or by members of the undersigned’s immediate family, (E) distributions of shares of Common Stock to members or stockholders of the undersigned, (F) transfers of shares of Common Stock to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares of Common Stock granted by the Company to employee benefit plans or arrangements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares of Common Stock or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in each case on a “cashless” or “net exercise” basis (the term “cashless” or “net” exercise being intended to include the sale of a portion of the option shares of Common Stock or previously owned Common Stock to the Company or in the open market to cover payment of the exercise price or withholding taxes, as the case may be), (G) transfers of shares of Common Stock that were acquired in open market transactions following the completion of the distribution of the Shares by the Underwriters or (H) entering into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock that does not provide for the transfer of shares of Common Stock during the Restricted Period referred to above; provided that in the case of any transfer, donation or distribution pursuant to clauses (A) through (E), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer, donation or distribution pursuant to clauses (A) through (E), (F) and (G) or the entry into any plan contemplated by clause (H), no filing by any party (the Company, donor, donee, transferor, transferee or plan entrant) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer, donation, distribution or plan entrance (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above), unless, in the case of entry into a plan contemplated by clause (H), such announcement or filing shall prominently include a statement to the effect that no transfer of Common Stock may be made under such plan during the restricted period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by [Ÿ], 20[Ÿ], or 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 Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 28.00 Number of Underwritten Shares: 3,800,000 Number of 4,642,857 Underwritten Shares plus 696,428 Option Shares: 570,000 Shares Annex B PROS Holdings, Inc. Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________LOCK-UP AGREEMENT , 2018 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital MarketsEvercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, LLC 000 Xxxxx Xxxxxx New York, New York 10281 XX 00000 Re: PROS HOLDINGS, INC. --- Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, $0.00001 per share par value $0.001 per sharevalue, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days on, but including, the 90th day after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.00001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or dispositiondisposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 35.00 per Share Number of Underwritten Shares: 3,800,000 5,500,000 Number of Option Shares: 570,000 825,000 Annex B PROS HoldingsConstellation Pharmaceuticals, Inc. Pricing Term Sheet None. Not Applicable Annex C Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Counsel for the Company Annex D Form of Opinion of XxXxxxxx & English, LLP, Intellectual Property Counsel for the Company Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. XXXXXXXXX LLC XXXXX AND COMPANY, LLC RBC Capital MarketsCAPITAL MARKETS, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSConstellation Pharmaceuticals, INC. --- Public Inc. — Equity Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsConstellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of its common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, Common Stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan transfers, dispositions or distributions of shares of Common Stock:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 The price per Share paid by each applicable investor. Number of Underwritten Shares: 3,800,000 2,500,000 Number of Option Shares: 570,000 375,000 Annex B PROS Holdings, Inc. Pricing Term Sheet Written Testing-the-Waters Communications None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets2017 BTIG, LLC 000 Xxxxx Xxxxxx New YorkXxxxxx, New York 10281 0xx Xxxxx Xxx Xxxx, XX 00000 Re: PROS HOLDINGS, INC. Oxford Immunotec Global PLC --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Oxford Immunotec Global PLC, a Delaware corporation public limited company organized under the laws of the England and Wales (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of ordinary shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesBTIG, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 days after the date of the prospectus (the “restricted period”) relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockordinary shares, $0.001 £0.006705 nominal value per share par valueshare, of the Company (the “Common StockOrdinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock share option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common StockOrdinary Shares without the prior written consent of the Representative, in each case other thanthan with respect to (A) [RESERVED], (B) transfers of Ordinary Shares as a bona fide gift or gifts, (C) transfers or distributions of Ordinary Shares to limited or general partners, members, shareholders or direct or indirect affiliates of the undersigned, including funds or other entities under common control or management with the undersigned, (D) transfers of Ordinary Shares to any immediate family member, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their successors upon death or any partnership or limited liability company the partners or members of which consist of the undersigned and one or more members of the undersigned’s immediately family (for purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); provided that such transfers shall not involve a disposition of value, (E) transfers of Ordinary Shares to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, (F) transfers of Ordinary Shares to the Company for the primary purpose of satisfying any tax or other governmental withholding obligation with respect to Ordinary Shares issued upon the exercise of an option or warrant (or upon the exchange of another security or securities) outstanding on or prior to the date of the prospectus for the Public Offering, which may be according to a trading plan pursuant to Rule 10b5-1 (“10b5-1 trading plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) entered into on or after the date hereof, or issued under an employee equity or benefit plan in existence on or prior to the date of the prospectus for the Public Offering, (G) dispositions of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares acquired in open market transactions after the completion of the Public Offering, (H) the establishment of a 10b5-1 trading plan for the transfer of Ordinary Shares, provided that such 10b5-1 trading plan does not provide for the transfer of Ordinary Shares during the restricted period specified in this letter and no filing or other public announcement regarding such 10b5-1 trading plan shall be required or voluntarily made during the restricted period specified in this letter, (I) pursuant to any 10b5-1 trading plan in effect prior to the date hereof, and (J) pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Ordinary Shares or other such securities in connection with such transaction, or vote any Shares or other such securities in favor of any such transaction), provided that, in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter, provided that in the case of any gift, transfer or distribution pursuant to clause (B), (C), (D), (E) or (F) each donee, transferee 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 gift, transfer or distribution pursuant to clause (B), (C), (D), (E), (F) or (G), no filing by any party (donor or donee, transferor or transferee, distributor or distributee) 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 restricted period referred to above and, in the case of clause (F), such filings made on Form 4 under transaction code “F”). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. If (i) the Underwriting Agreement does not become effective prior to August 30, 2017, or 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, (ii) you receive written notification from the Company, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the Public Offering or (iii) the Company files an application with the Securities and Exchange Commission to withdraw the registration statement relating to the Public Offering, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF DIRECTOR/OFFICER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper share: $34.00 [●] Number of Underwritten Shares: 3,800,000 [●] Number of Option Shares: 570,000 [●] Annex B PROS HoldingsGuardant Health, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2019 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsBOFA SECURITIES, LLC INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSGuardant Health, INC. --- Public Inc. -Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsGuardant Health, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.00001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, subject to the exceptions set forth in this letter agreement (this “Letter Agreement”), during the period beginning on the date of this letter agreement (this “Letter Agreement”) Agreement and ending 90 75 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in the Public Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 95.00 Number of Underwritten Shares: 3,800,000 1,300,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 195,000 Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 20 BOFA SECURITIES, INC. X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx NY 10179 Evercore Group L.L.C. 00 Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx 00xx Xxxxxx New York, New York 10281 10055 Re: PROS HOLDINGS, INC. --- GULFPORT ENERGY CORPORATION — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Issuer, a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesBofA Securities, Inc., X.X. Xxxxxx Securities LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”); except for the sale of the shares of Common Stock by the Selling Stockholders to the Company pursuant to the Purchase Agreement, or publicly disclose dated June 20, 2023, between the intention to make any offer, sale, pledge or dispositionCompany and the Selling Stockholders (the “Purchase Agreement”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities, provided that the undersigned can make such demand for, or exercise any right with respect to, the registration of Common Stock any Lock-Up Securities so long the actions described in clause (1) are not taken during the Restricted Period and no filing is made with the Commission with respect to sale or the registration of such Lock-Up Securities during the Restricted Period, or (4) publicly disclose the intention to do any of the foregoing other than as may be required by Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a result of the consummation of the transactions contemplated by the Underwriting Agreement or the Purchase Agreement. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 [—] per share Number of Underwritten Sharesshares: 3,800,000 Number of [—] Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. [—] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities 2015 Leerink Partners LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Leerink Partners LLC 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSZafgen, INC. Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsZafgen, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockCommon Stock, par value $0.001 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesLeerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than. The foregoing restrictions shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by underwriters to confirm sales] Annex B PROS Holdings, Inc. C [Issuer Name] Pricing Term Sheet None. Annex C-1 Exhibit A FORM OF LOCK-UP AGREEMENT ______________November , 2018 2006 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC XXXXXX SECURITIES INC. As Representatives Representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC I to the Underwriting Agreement referred to below 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSOmneon Video Networks, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “"Underwriting Agreement”") with PROS HoldingsOmneon Video Networks, Inc., a Delaware corporation (the “"Company”"), providing for the public offering (the “"Public Offering”") by the several Underwriters named in Schedule 1 I to the Underwriting Agreement (the “"Underwriters”"), of shares of common stock, par value $0.001 per share, stock of the Company (the “"Securities”"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ ' agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “"Prospectus”) (such period, the “Restricted Period”"), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 per share par value, of the Company (the “"Common Stock”") or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), ) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) otherwise. In addition, the undersigned agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Notwithstanding the foregoing, the restrictions shall not apply to (a) sales of Common Stock by the undersigned in the Public Offering, (b) transactions by the undersigned relating to Common Stock acquired in open market transactions after the completion of the Public Offering, provided that no filing by any party under the Securities Exchange Act of 1934 shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (c) exercise by the undersigned of any option or warrant to acquire Common Stock or conversion of any of the undersigned's convertible securities into Common Stock, provided that any shares of Common Stock obtained by such exercise or conversion shall remain subject to the terms of this Letter Agreement, or (d) transfers by the undersigned of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) as a distribution by the undersigned that is a partnership to its partners or former partners or by the undersigned that is a limited liability company to its members or retired members or (iv) to any affiliate, as defined in Rule 405 under the Securities Act of 1933, of the undersigned, provided that in the case of any transfer pursuant to clause (d), (A) each case transferee shall sign and deliver an agreement stating that such transferee is bound by the restrictions set forth herein and (B) the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Securities Exchange Act of 1934, reporting a reduction in beneficial ownership of Common Stock during the restricted period referred to in the foregoing paragraph. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if (i) the Underwriting Agreement does not become effective, (ii) the Underwriting Agreement (other than:than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder or (iii) the initial closing of the Public Offering does not occur on or prior to September 30, 2007, the undersigned shall be released form all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title: Exhibit 1.01

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number The number of Underwritten Shares: 3,800,000 Number Shares purchased by the Underwriters is [●]. The number of Option Shares: 570,000 Shares is [●]. The public offering price per share is $[●]. Annex B PROS Holdings, Inc. Pricing Term Sheet Written Testing-the-Waters Communications [None. ] Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________Up Agreement January , 2018 2021 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXXXX LLC XXXXX XXXXXXX & Co. LLC RBC Capital MarketsCO. XXXXXX, LLC XXXXXXXX & COMPANY, INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 c/o Morgan Xxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx Xxxx, XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSDyne Therapeutics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsDyne Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockthe foregoing. Notwithstanding the foregoing, in each case other thanthe undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: offering price $34.00 51.00 per share Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Shares 4,925,000 Underwriting Discounts and Commissions $3.06 per share Annex B PROS HoldingsMYOKARDIA, Inc. INC. Pricing Term Sheet None. Annex B-1 Exhibit A FORM OF LOCK-UP AGREEMENT ______________March , 2018 X.X. Xxxxxx Securities 2019 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Credit Suisse Securities (USA) LLC 000 Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSMyoKardia, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsMyoKardia, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareCommon Stock, of the Company (the “Offering Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Offering Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days on, but including, the 45th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantwarrant (collectively, “Securities”)), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number [set out key information included in script that will be used by Underwriters to confirm sales] Annex B-1 Form of Underwritten Shares: 3,800,000 Number Opinion of Option Shares: 570,000 Xxxxxx & Xxxxxxx LLP [Provided separately] Annex B PROS HoldingsB-2 Form of Opinion of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, LLP [Provided separately] Annex B-3 Form of Opinion of IP Counsel for the Company [Provided separately] Annex B-4 Form of Opinion of Regulatory Counsel for the Company [Provided separately] Annex C Written Testing-the-Waters Communications [Provided separately] Annex D Precision BioSciences, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities 2019 X. X. XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX SACHS & Co. CO. LLC RBC Capital Markets, XXXXXXXXX LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx Goldman Xxxxx & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, Jefferies LLC 000 Xxxxx Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 XX 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: PROS HOLDINGSPrecision BioSciences, INC. --- Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that youundersigned, as Representatives a stockholder of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsPrecision BioSciences, Inc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.000005 per share, share (“Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. Annex A sets forth definitions for capitalized terms used in this Letter Agreement (as defined below) that are not defined in the body of this Letter Agreement. Those definitions are part of this Letter Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per ShareInitial price to public: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 45.50 per ordinary share. Annex B PROS Holdings, Inc. C Caesarstone Sdot-Yam Ltd. Pricing Term Sheet None. Annex C - 1 Exhibit A FORM OF LOCK-UP AGREEMENT ______________May 28, 2018 2014 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Barclays Capital Inc. 000 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Caesarstone Sdot-Yam Ltd. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Caesarstone Sdot-Yam Ltd., a Delaware corporation company organized under the laws of the State of Israel (the “Company”) and the Selling Shareholder to be listed on Schedule 2 to the Underwriting Agreement (the “Selling Shareholder”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareordinary shares, of the Company (the “Securities”)) by the Selling Shareholder. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersX.X. Xxxxxx Securities LLC and Barclays Capital Inc., the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 [30 or 90]1 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of common stock, $0.001 per share par value, of the Company (the “Common StockOrdinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (such securities, collectively, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities without the prior written consent of Common Stock or any security convertible into or exercisable or exchangeable for Common StockX.X. Xxxxxx Securities LLC and Barclays Capital Inc., in each case other thanthan (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof or the date of the Underwriting Agreement; provided, that the restrictions of this letter shall apply to any Lock-Up Securities issued upon such exercise, (C) transfers of Lock-Up Securities as a bona fide gift or gifts, (D) transfers of Lock-Up Securities by the undersigned to its affiliates, (E) distributions of Lock-Up Securities to partners, members or stockholders of the undersigned and (F) transfers of Lock-Up Securities to any immediate family member of the undersigned or a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family member” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); provided that in the case of any transfer or distribution pursuant to clause (C), (E) and (F), such transfer is not for value; provided, further, that in the case of any transfer or distribution pursuant to clause (C), (D), (E) and (F), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph prior to becoming beneficial owner of any Lock-Up Securities; and provided, further, that in the case of any transfer or distribution pursuant to clause (C), (D), (E) or (F) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 [30 or 90]-day period referred to above). If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, X.X. Xxxxxx Securities LLC and Barclays Capital Inc., on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. 1 To be 30 days throughout for the chief executive officer of the Company and 90 days throughout for the Selling Shareholder. Nothing in this Letter Agreement shall prevent the establishment by the undersigned of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that it shall be a condition to the establishment of any such Plan that no sales of the Company’s capital stock shall be made pursuant to such a Plan prior to the expiration of the [30 or 90]-day period referred to above; and provided, further, such a Plan may only be established if no public announcement of the establishment or the existence thereof, and no filing with SEC or any other regulatory authority shall be required or shall be made voluntarily by the undersigned, the Company or any other person, prior to the expiration of the [30 or 90]-day period referred to above. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. It is understood that, if (1) the Company or the Selling Shareholder notifies the Underwriters that they do not intend to proceed with the Public Offering or (2) 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, the undersigned will be released from its obligations under this Letter Agreement. In addition, the undersigned shall be released from all obligations under this agreement if the Underwriting Agreement relating to the Public Offering is not signed by May 31, 2014. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF SHAREHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 [·] per Share Number of Underwritten Shares: 3,800,000 [·] Number of Option Shares: 570,000 [·] Annex B PROS HoldingsAkero Therapeutics, Inc. Pricing Term Sheet [None. ] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC RBC Capital Markets, XXXXXXXXX LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 c/o RBC Capital MarketsEvercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, LLC 000 Xxxxx Xxxxxx New York, New York 10281 XX 00000 Re: PROS HOLDINGSAkero Therapeutics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that youundersigned, as Representatives a director, officer or securityholder of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsAkero Therapeutics, Inc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per share, share (“Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit) or (4) publicly disclose the intention to do any of the foregoing, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 3,300,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 495,000 Price to Public: $60.00 Exhibit A A-1 FORM OF LOCK-UP AGREEMENT ______________November [ ], 2018 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC CITIGROUP GLOBAL MARKETS INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxx, 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- CUBIC CORPORATION — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Cubic Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockCommon Stock, no par value $0.001 per sharevalue, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:than (A) any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock to members or stockholders of the undersigned, (D) distributions of shares of Common Stock from the undersigned or any of its sub-trusts to the beneficiaries of those trusts pursuant to the terms of those trusts, (E) transfers to a trust for the direct or indirect benefit of (i) the undersigned or the immediate family of the undersigned or (ii) any beneficiaries receiving distributions of Common Stock in accordance with clause (D), (F) transfers to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, or by operation of law, including domestic relations orders, (G) transfers to the Company in connection with the repurchase of securities issued pursuant to an existing employee benefit plan or in connection with a termination or separation from employment or other services with the Company in effect on the date of this Letter Agreement, (H) transfers to the Company as forfeitures to satisfy tax withholding and remittance obligations in connection with the vesting or exercise of equity awards or pursuant to a net exercise or cashless exercise of equity awards, in each case, issued pursuant to an existing employee benefit plan, and (I) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such shares or other securities held by the undersigned shall remain subject to the provisions of this Letter Agreement; provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (F), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (F), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (“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 after the expiration of the 90-day period referred to above and other than a required filing on a Form 5, it being understood that such filing will be made after the expiration of the 90-day period referred to above if such filing would still be timely). Notwithstanding anything herein to the contrary, the undersigned may enter into a written trading plan established pursuant to Rule 10b5-1 of the Exchange Act during the 90-day period referred to above, provided that such plan does not provide for the transfer of Common Stock during such 90-day period and no filing or other public announcement regarding such plan shall be required or voluntarily made during such period. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. This Letter Agreement shall lapse and become null and void if (i) the Company notifies the Representatives in writing prior to the execution of the Underwriting Agreement that it does not intend to proceed with the contemplated Public Offering, (ii) the Underwriting Agreement does not become effective by December 15, 2018, or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title: LIST OF LOCKED UP PARTIES Executive Officers and Directors Xxxxxxxxx Aga Xxxxxxxxxx Xxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx, Xx. Xxxx Xxxxxxxx

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [key information included in script that will be used by Underwriters to confirm sales] Annex B PROS Holdings, C China Auto Rental Holdings Inc. Pricing Term Sheet [To come/None. ] Exhibit A FORM OF LOCK-UP AGREEMENT ______________[·], 2018 2012 Xxxxxx Xxxxxxx & Co. International plc 00 Xxxxx Xxxxxx, Xxxxxx Xxxxx London, United Kingdom E14 4QA X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, NY 10179 Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLC RBC Capital MarketsXxxxx Incorporated One Bryant Park New York, LLC NY 10036 As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 to the Underwriting Agreement referred to below Re: PROS HOLDINGS, INC. --- China Auto Rental Holdings Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, China Auto Rental Holdings Inc., a Delaware corporation an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”)) and the Selling Shareholder listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockAmerican Depositary Shares (“ADSs”) representing ordinary shares, par value $0.001 US$0.00005 per share, of the Company (the “SecuritiesOrdinary Shares”). 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 SecuritiesADSs, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stockOrdinary Shares, $0.001 per share par value, of the Company (the “Common Stock”) ADSs or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or ADSs (including without limitation, Common Stock Ordinary Shares or ADSs or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the United States Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesOrdinary Shares and ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares and ADSs or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common StockOrdinary Shares without the prior written consent of the Representatives. The foregoing shall not apply to (A) the ADSs and Ordinary Shares represented thereby to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of the ADSs or Ordinary Shares (i) to an immediate family member or a trust formed for the benefit of the undersigned or any immediate family member of the undersigned, (ii) as a bona fide gift or gifts, and (iii) through will or intestacy and (C) distributions of the ADSs or Ordinary Shares to members or shareholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other than:public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Schedule 13D or 13G to the extent required by law). If the undersigned is an officer or director of the Company, (i) the Representatives on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares or ADSs, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial restricted period unless the undersigned requests and receives prior written confirmation from the Representatives on behalf of the Underwriters that the restrictions imposed by this agreement have expired. In furtherance of the foregoing, the Company, the Depositary and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this lock-up agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this lock-up agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 ADSs to be sold thereunder, the undersigned shall be released from all obligations under this lock-up agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this lock-up agreement. Notwithstanding anything to the contrary contained herein, if the Underwriting Agreement is terminated for any reason or if the closing of the Public Offering has not occurred on or prior to December 31, 2012, then this Lock-Up Agreement shall thereafter automatically terminate and be of no force and effect. This lock-up agreement and any claim, controversy or dispute arising under or related to this lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF LOCK-UP PARTY] By: Name: Title: FORM OF WAIVER OF LOCK-UP China Auto Rental Holdings Inc. Public Offering of American Depositary Shares Representing Ordinary Shares [·], 2012 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by China Auto Rental Holdings Inc. (the “Company”) of [·] American Depositary Shares (“ADSs”), representing [·] ordinary shares, par value US$0.00005 per share of the Company and the lock-up letter dated [·], 2012 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [·], 2012, with respect to [·] shares of ADSs (the “Shares”). Xxxxxx Xxxxxxx & Co. International plc, X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as representatives of the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [·], 2012; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of Representatives] [Name of Representatives] cc: Company Exhibit C FORM OF PRESS RELEASE China Auto Rental Holdings Inc. [·] 2012 China Auto Rental Holdings Inc. announced today that Xxxxxx Xxxxxxx & Co. International plc , X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the joint book-running managers in the Company’s recent public sale of [·] American Depositary Shares (“ADSs”), representing [·] ordinary shares, par value US$0.00005 per share, is [waiving] [releasing] a lock-up restriction with respect to [·] shares of the Company’s ADSs held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [·], 2012, and such ADSs may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number The number of Underwritten Shares: 3,800,000 Number Shares purchased by the Underwriters is 10,500,000. The number of Option Shares: 570,000 Shares is 1,575,000. The public offering price per share is $31.00. Annex B PROS Holdings, Inc. Pricing Term Sheet Written Testing-the-Waters Communications None. Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________Up Agreement May , 2018 X.X. Xxxxxx Securities 2024 XXXXXX XXXXXXX & CO. LLC Xxxxxx Xxxxxxx XXXXXXXXX LLC XXXXXX, XXXXXXXX & Co. LLC RBC Capital MarketsCOMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. x Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10036 c/o RBC Capital Markets, x Xxxxxxxxx LLC 000 Xxxxx Xxxxxxx Xxxxxx New York, New York 10281 10022 c/o Xxxxxx, Xxxxxxxx & Company, Incorporated 000 0xx Xxxxxx, 00xx Floor New York, New York 10019 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Re: PROS HOLDINGSDyne Therapeutics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsDyne Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of the Representatives, Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockthe foregoing. Notwithstanding the foregoing, in each case other thanthe undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 20,930,232 Number of Option Shares: 570,000 3,139,534 Public Offering Price: $10.75 per Share Underwriting Discounts and Commissions: $0.645 per Share Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, 2017 X. X. XXXXXX SECURITIES LLC As Representatives Representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC to the Underwriting Agreement referred to below 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Array BioPharma Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several UnderwritersUnderwriters (the “Representative”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Array BioPharma Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), ) of shares of common stock, par value $0.001 per share, Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representative on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) distributions of shares of Common Stock to members or stockholders of the undersigned and (C) sales or transfers of Common Stock pursuant to a written contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that has been entered into by the undersigned prior to the date of this Letter Agreement and provided to the Representative, provided that no amendments or other modifications are made to such plans; provided that in the case of any transfer or distribution pursuant to clause (A) or (B), 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) or (B), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 Restricted Period referred to above); and provided, further, that in the case of any sale or transfer pursuant to clause (C), that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales or transfers, such announcement or filing shall include a statement to the effect that the sale or transfer was made pursuant to a Rule 10b5-1 Plan. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by October 31, 2017, or 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, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 164.00 per share Number of Underwritten Sharesshares: 3,800,000 Number of 3,506,098 Option Shares: 570,000 525,914 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities X. X. XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX SACHS & Co. CO. LLC RBC Capital Markets, XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSSage Therapeutics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several UnderwritersUnderwriters (as defined below), propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsSage Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockCommon Stock, par value $0.001 0.0001 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this the “Letter Agreement”) and ending 90 [•]1 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than. The foregoing restrictions shall not apply to:

Pricing Information Provided Orally by Underwriters. Underwritten Shares: 7,410,000 Option Shares: 1,111,500 Public Offering Price Per Share: $34.00 Number of Underwritten 9.50 (other than the Affiliate Shares, which have an offering price per share of: 3,800,000 Number of Option Shares: 570,000 $12.12) Annex B PROS HoldingsC NantKwest, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx 2020 XXXXX XXXXXXX & Co. LLC RBC Capital Markets, LLC CO. As Representatives Representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxx Xxxxxxx & Co. LLC 0000 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSNantKwest, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representative (the “Representative”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsNantKwest, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representative on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Equity Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesEquity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares Equity Securities (and, for the avoidance of Common Stock doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any security convertible into stockholders or exercisable registration rights agreement or exchangeable for Common Stocksimilar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) Common Stock acquired in open market transactions following the Public Offering, (C) transfers of Equity Securities as a bona fide gift or gifts, (D) the transfer of Equity Securities upon death or by will, testamentary document or intestate succession to a legal representative, heir or beneficiary, (E) the transfer of Equity Securities to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or the immediate family members of the undersigned, (F) the transfer of Equity Securities that occurs by operation of law, such as pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union, (G) transfers or dispositions of the undersigned’s Equity Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or any immediate family member of the undersigned, provided that any such transfer or distribution shall not involve a disposition for value, (H) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of Equity Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, provided that any such transfer shall not involve a disposition for value, and (I) distributions of Equity Securities to partners, members, stockholders or trust beneficiaries of the undersigned, provided that any such distribution shall not involve a disposition for value; provided, that (1) in the case of any transfer or distribution pursuant to this paragraph, other than pursuant to clauses (A) or (B), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter substantially in the form of this letter agreement, (2) in the case of any transfer or distribution pursuant to this paragraph, other than pursuant to clause (A), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily during the Lock-up Period, reporting a reduction in beneficial ownership of Equity Securities in connection with such transfer or distribution and, provided further that, in the case of (F) above, such transfer may be reported in a public disclosure or filing under the Exchange Act or otherwise that is required to be made during the Lock-up Period as a result of such transfer which includes a statement that such transfer has occurred by operation of law. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) cash exercise an option to purchase Common Stock granted under any equity incentive plan or stock purchase plan of the Company disclosed in the Prospectus, provided that the shares of Common Stock issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Equity Securities, provided that (1) there are no sales under such plan during the Lock-up Period and (2) the entry into such plan is not publicly disclosed, including in any filing under the Exchange Act, during the Lock-up Period, (iii) transfer Equity Securities (A) to the Company as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to the Company’s equity incentive plan disclosed in the Prospectus, provided that any shares of Common Stock acquired in connection with such vesting or exercise of equity awards described in this clause (A) shall be subject to the restrictions set forth in this letter agreement, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to the Company’s equity incentive plan disclosed in the Prospectus, provided that any shares of Common Stock acquired upon the net exercise or cashless exercise of equity awards described in this clause (B) shall be subject to the restrictions set forth in this letter agreement, (C) pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of common stock or other such securities in connection with such transaction, or vote any common stock or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter agreement, or (D) that may be deemed to have occurred as a result of the cash exercise of warrants, provided that any shares of Common Stock issued upon exercise of such warrants shall continue to be subject to the restrictions on transfer set forth in this letter agreement; provided that, in the case of a transfer pursuant to clauses (iii)(A) or (iii)(B) above, if any public disclosure or filing under the Exchange Act by any party to the transfer shall be required during the Lock-up Period, such disclosure or filing shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (iv) transfer Equity Securities pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act that is existing on the date hereof which has been provided to the Representative or its legal counsel, provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding such transfer, such announcement or filing shall include a statement that such transfer is in accordance with an established trading plan pursuant to Rule 10b5-1 under the Exchange Act and (v) if the undersigned is a director of the Company, sell Equity Securities during the Company’s open trading periods following the filing of the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2020 with the Securities and Exchange Commission in order to satisfy tax payments paid, accrued and/or owed by the director.

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareof Underwritten Shares to the public: $34.00 85.63 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 9,000,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. D Exhibit A FORM OF LOCK-UP AGREEMENT ______________June 6, 2018 2011 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC RBC Capital Markets, LLC XXXXX INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Cliffs Natural Resources Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Cliffs Natural Resources Inc., a Delaware an Ohio corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockshares, par value $0.001 0.125 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockshares, $0.001 0.125 per share par value, of the Company (the “Common StockShares”) or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including without limitation, Common Stock Shares or such other any securities convertible into or exercisable or exchangeable for Common Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Shares or such other securitiesany securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Shares or any security convertible into or exercisable or exchangeable for Common StockShares, in each case other than: (A) the transfer of Common Shares to the Company to satisfy any payment or withholding obligations in connection with the exercise or settlement of any equity awards under the Company’s equity compensation plans in existence on the date hereof; (B) the transfer of Common Shares by will or intestacy; (C) transfers of Common Shares as a bona fide gift or gifts; (D) transfers of Common Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); and (E) the establishment of, but not any sales pursuant to, a Rule 10b5-1 plan; provided that in the case of any transfer or distribution pursuant to clause (B), (C) or (D), each transferee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 90-day restricted period referred to above or for transfers made pursuant to clause (A) above a filing on Form 4 made when required); provided, further, that in the case of any establishment of a Rule 10b5-1 plan, no filing by any party under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such establishment of a Rule 10b5-1 plan (other than any disclosure in a filing pursuant to Section 16 of the Securities Exchange Act of 1934, as amended) without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated on behalf of the Underwriters, unless such party is required to do so by applicable law or the rules and regulations of any applicable stock exchange upon which the Common Shares are listed; and provided, further, that during the period beginning on the earlier of (i) the date on which the Underwriters exercise their option to purchase Option Shares (as defined in the Underwriting Agreement) or (ii) the date that is 30 days after the date of the Prospectus, and ending on the last day of the 90-day restricted period, the restrictions imposed by this Letter Agreement shall only apply with respect to eighty-percent (80%) of the Common Shares beneficially owned by the undersigned as of the date of this Letter Agreement. Nothing herein shall prohibit the exercise or settlement of any equity awards under the Company’s equity compensation plans in existence on the date hereof, however, any Common Shares received upon such exercise or settlement will be subject to the 90-day restricted period referred to above. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, except that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the 90-day period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Common Shares are “actively traded securities” (as defined in Regulation M) and each of the Underwriters has Rule 139 under the Rules and Regulations of the Securities Act of 1933, as amended, available to them for publications or distributions of research reports about the Company. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Shares to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number [set out key information included in script that will be used by underwriters to confirm sales] [c.] Free Writing Prospectus Not Included in Time of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Sale Information Electronic roadshow posted on xxx.xxxxxxxxxxxxxx.xxx on [ ], 2007. Annex B PROS HoldingsD Polypore International, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2007 X.X. XXXXXX SECURITIES INC. 000 Xxxx Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxx Xxxx, LLC XX 00000 As Representatives Representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 I to the Underwriting Agreement referred to below Re: PROS HOLDINGSPolypore International, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsPolypore International, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 I to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), ) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) otherwise. In addition, the undersigned agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. This Letter Agreement shall not apply to (1) the transfer by the undersigned of its shares of Common Stock to any existing shareholder of the Company; (2) the transfer of any or all of the shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock owned by the undersigned (in the case the undersigned is a natural person), either during the undersigned’s lifetime or on death, by gift, will or intestate succession to the immediate family of the undersigned, to a charity or trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the undersigned’s immediate family or pursuant to any court order or court settlement; (3) sales, dispositions or other transfers to affiliates of the undersigned, including its partners (if a partnership) or its members (if a limited liability company); (4) transfers to the Underwriters pursuant to the Underwriting Agreement; (5) the cashless exercise of any stock options outstanding as of the date hereof, provided that any shares of Common Stock received by the undersigned upon such exercise will be subject to the terms of this Letter Agreement; and (6) transfers made with the prior written consent of the Representative; provided that (i) in the case of clauses (1), (2), (3) or (5), the undersigned provides prior written notice of such transfer, gift, pledge or distribution to X.X. Xxxxxx Securities Inc., (ii) each such transferee, donee or distributee (as the case may be) executes a lock-up agreement that is substantially similar to this Letter Agreement with respect to such transferred shares, (iii) in the case of clauses (1), (2) or (6), no filing by the transferor or the transferee under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer and (iv) in each case, no press release or other announcement of such transfer shall be made by the transferor or transferee (or trustee in the case of clause (2)) unless X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, gives its prior written consent to such filing, press release or other thanannouncement. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released form all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price per share: $34.00 2.10 Number of Underwritten Shares: 3,800,000 43,500,000 Number of Option Shares: 570,000 6,525,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Form of Opinion of Counsel for the Company Exhibit A FORM OF LOCK-UP AGREEMENT ______________[·], 2018 X.X. 2020 J.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Barclays Capital Markets, Inc. Canaccord Genuity LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. J.X. Xxxxxx Securities LLC 000 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Barclays Capital Inc. 700 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital MarketsCanaccord Genuity LLC 90 Xxxx Xxxxxx, LLC 000 Xxxxx Xxxxxx New York0000 Xxxxxx, New York 10281 Xxxxxxxxxxxxx 00000 Re: PROS HOLDINGSFuelCell Energy, INC. Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsFuelCell Energy, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, so long as the Prospectus Date (as defined below) shall occur on or prior to October 14, 2020, the undersigned hereby agrees that, without the prior written consent of the Representatives, J.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”; and the date of such final prospectus supplement is herein referred to as the “Prospectus Date”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which would reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number the price to the public of Underwritten Shares: 3,800,000 Number the Shares as set forth on the cover of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. the Prospectus • the total number of Shares offered to the public as set forth on the cover of the Prospectus • the aggregate proceeds from the sale of the Shares (before underwriting discounts and commissions and estimated expenses) as set forth on the cover of the Prospectus Exhibit A FORM OF LOCK-UP AGREEMENT September [______________], 2018 2009 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Inc. As Representatives Representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below X.X. Xxxxxx Securities Canada Inc. Paradigm Capital Inc. Versant Partners Inc. c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- SXC Health Solutions Corp. — Public Offering Ladies and Gentlemen: The undersigned understands that youX.X. Xxxxxx Securities Inc., as Representatives Representative of the several Underwriters, and certain sub-underwriters (the “Sub-Underwriters”) propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.SXC Health Solutions Corp., a Delaware Yukon Territory corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockshares, no par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, except as provided below, without the prior written consent of the Representatives, X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockshares, $0.001 no par value per share par valueshare, of the Company (the “Common StockShares”) or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including without limitation, Common Stock Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Shares or any security convertible into or exercisable or exchangeable for Common StockShares, in each case other thanthan (A) transfers of Common Shares (i) as a bona fide gift or gifts or (ii) either during the undersigned’s lifetime or upon death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are the undersigned or a member or members of the undersigned’s immediate family, (B) distributions of Common Shares to members or stockholders of the undersigned and (C) sales of Common Shares pursuant to a Rule 10b5-1 trading plan as in effect on the date hereof; provided that in the case of any transfer or distribution pursuant to clause (A) or (B), each recipient of such gift, transfer or distribution 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) or (B), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 60-day period referred to above). Notwithstanding the foregoing, nothing contained herein shall prohibit the undersigned from effecting (1) any acquisition of Common Shares, restricted or otherwise, stock options, restricted stock units and performance shares from the Company pursuant to any of the Company’s employee benefit plans or director compensation plans each as in effect on the date hereof or (2) any acquisition of Common Shares issued by the Company to the undersigned upon the exercise of stock options outstanding on the date hereof or the vesting or conversion of restricted stock, restricted stock units and performance shares outstanding on the date hereof (and any forfeiture of Common Shares or options to purchase Common Shares to satisfy tax withholding obligations of the undersigned in connection with such vesting or any corresponding sales of Common Shares the proceeds of which will be used to cover the tax liability resulting from any such vesting) under the Company’s employee benefit plans or director compensation plans each as in effect on the date hereof. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if Company notifies the Representative that it does not intend to proceed with the Public Offering, if the Underwriting Agreement does not become effective by October 31, 2009 or 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 Common Shares to be sold thereunder, the undersigned shall be released from all obligations under this letter agreement. The undersigned understands that the Underwriters and Sub-Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper share: $34.00 150.00 Number of Underwritten Sharesshares: 3,800,000 Number of 3,333,334 Option Shares: 570,000 500,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities 2019 XXXXXXX SACHS & CO. LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, X. X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSSage Therapeutics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several UnderwritersUnderwriters (as defined below), propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsSage Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockCommon Stock, par value $0.001 0.0001 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Xxxxxxx Sachs & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this the “Letter Agreement”) and ending 90 [•]1 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any 1 Please note we will insert [90] days for officers; [30] days for directors. shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than. The foregoing restrictions shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 105.00 per share Number of Underwritten Shares: 3,800,000 3,810,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 571,500 Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx 2017 Xxxxxxx Xxxxx & Co. LLC RBC Capital MarketsXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx and Company, LLC As as Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Goldman Xxxxx & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSbluebird bio, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsbluebird bio, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.01 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesXxxxxxx Sachs & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 45 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock or other securities of the Company as a bona fide gift or gifts, (B) transfers of shares of Common Stock 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, (C) transfers of shares of Common Stock 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, (D) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be made during the 45 day period after the date of the Prospectus in connection with subsequent sales of Common Stock acquired in such open market transactions, (E) transfers of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof, which trading plan shall not be amended during the 45 days after the date of the prospectus but may be terminated during the 45 days after the date of the prospectus and (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act providing for the transfer of shares of Common Stock, to the extent that such plan does not provide for the transfer of shares of Common Stock during the 45 days after the date of the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the 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 45 day period referred to above). [Notwithstanding the foregoing, the undersigned may make a one-time transfer of up to 10,000 shares of common stock pursuant to clause (A) above and (1) the transferee will not be required to execute and deliver to the Representatives a lock-up letter in the form of this paragraph and (2) no party will be restricted from making any required filing under the Exchange Act or other required public announcement in connection with such transfer, provided that any such filing or announcement includes a footnote or other description of the transaction as a gift.] In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The public offering price per share for the Shares is $34.00 Number 11.50. The number of Underwritten Shares: 3,800,000 Number Shares purchased by the Underwriters is 11,000,000. The number of Option Shares: 570,000 Shares is 1,650,000. Annex B PROS HoldingsSangamo Therapeutics, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________LOCK-UP AGREEMENT April 2, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets2019 XXXXX AND COMPANY, LLC XXXXX FARGO SECURITIES, LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Cowen and Company, LLC 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. Wells Fargo Securities, LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Barclays Capital MarketsInc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Xxx Xxxx 00000 Re: PROS HOLDINGSSangamo Therapeutics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsSangamo Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.01 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 45 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (such shares or securities, the “Beneficially Owned Shares”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper share to the public: $34.00 19.00 Number of Underwritten Sharesshares being sold by the Company: 3,800,000 9,000,000 Number of Option Sharesshares potentially issuable pursuant to the option to purchase additional shares: 570,000 1,350,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2019 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. XXXXX AND COMPANY, LLC RBC Capital Markets, SVB LEERINK LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital MarketsSVB Leerink LLC 1301 Avenue of the Xxxxxxxx, LLC 000 00xx Xxxxx Xxxxxx New YorkXxx Xxxx, New York 10281 XX 00000 Re: PROS HOLDINGS, INC. --- Invitae Corporation —Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement hereof and ending 75 days (this the “Letter AgreementLock-up Period”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than (A) transfers of shares of Common Stock as a bona fide gift or gifts and (B) distributions of shares of Common Stock to members or stockholders of the undersigned; provided, that in the case of any transfer or distribution pursuant to clause (A) or (B), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A) or (B), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by March 31, 2019; (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 Common Stock to be sold thereunder; or (iii) the Company notifies the Representatives in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

Pricing Information Provided Orally by Underwriters. Underwritten Shares: 8,000,000 shares Option Shares: 1,200,000 shares Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 12.50 Annex B PROS Holdings, Inc. Pricing Term Sheet None. A-1 Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2023 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LEERINK PARTNERS LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 NY 10179 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, Leerink Partners LLC 000 Xxxxx Xxxxxx New YorkXxxxxxxxxx Xxxxxx, New York 10281 00xx Floor San Francisco, CA 94111 Re: PROS HOLDINGSHilleVax, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsHilleVax, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares ) of common stock, par value $0.001 0.0001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC and Leerink Partners LLC on behalf of the several Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. [Information included in any script that will be used by Underwriters to confirm sales] Exhibit A [FORM OF LOCK-UP AGREEMENT ______________AGREEMENT] [—], 2018 2014 Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, CBS OUTDOOR AMERICAS INC. --- — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, CBS Outdoor Americas Inc., a Delaware Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares (the “Securities”) of common stock, $0.01 per share par value $0.001 per sharevalue, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. LLC (the Representatives, “Release Agents”) on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Equity Securities”) (including without limitation, Common Stock or such other securities which may be deemed to be are beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, [in each case, that is inconsistent with CBS’s or the Company’s prior public disclosure with regards thereto]1 (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesEquity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesEquity Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockEquity Securities, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper American Depositary Share to the public: $34.00 As to each investor, the price paid by such investor. Number of Underwritten SharesAmerican Depositary Shares Offered: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings40,973,766 SCHEDULE C MCE Finance Limited MPEL International Limited MCE Leisure (Philippines) Corporation Studio City Developments Limited Melco Crown (Macau) Ltd Melco Crown (COD) Developments Limited EXHIBIT A Lock-Up Agreement December 15, 2016 Deutsche Bank Securities Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________00 Xxxx Xxxxxx, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan UBS Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Together with the other Underwriters Named in Schedule A to the Underwriting Agreement referred to herein Ladies and Gentlemen: The undersigned understands that you, as Representatives of This Lock-Up Agreement is being delivered to you in connection with the several Underwriters, propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.to be entered into by Melco Crown Entertainment Limited, a Delaware Cayman Islands corporation (the “Company”), providing for Crown Asia Investments Pty Ltd, an Australian registered company, and you and the other underwriters named in Schedule A to the Underwriting Agreement, with respect to the sale by the Selling Stockholders to the Underwriters of ordinary shares of the Company and the public offering by the Underwriters (the “Public Offering”) by the several Underwriters named of American Depositary Shares issued in Schedule 1 to the Underwriting Agreement (the “Underwriters”)respect of such ordinary shares, of shares of common stockeach representing three ordinary shares, par value $0.001 0.01 per share, of the Company (the “SecuritiesADSs”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of the RepresentativesDeutsche Bank Securities Inc., on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) UBS Securities LLC and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)Xxxxxx Xxxxxxx & Co. LLC, (1i) offersell, offer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any ADSs or the underlying shares of common stock, $0.001 per share par value, or any other securities of the Company (that are substantially similar to ADSs or the “Common Stock”) underlying shares, or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)for, or publicly disclose any warrants or other rights to purchase, the intention to make any offer, sale, pledge or dispositionforegoing, (2ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or the Common Stock underlying shares or such any other securitiessecurities of the Company that are substantially similar to ADSs or the underlying shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock ADSs or the underlying shares or such other securities, in cash or otherwise or (3iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of ADSs or the underlying shares as contemplated by the Underwriting Agreement and the sale of the ADSs or the underlying shares to the Underwriters (as defined in the Underwriting Agreement) in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust or other legal entity for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust or other legal entity agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (d) direct or indirect transfers of ADSs or the underlying shares to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or to partners, members or shareholders of the undersigned, (e) the transactions contemplated by the Share Purchase Agreement between the Selling Shareholder and Melco Leisure and Entertainment Group Limited dated December 14, 2016, (f) transfers by will or intestate succession upon the death of the undersigned, (g) transfers 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, (h) transfers by surrender or forfeiture of ADSs or the underlying shares or other securities of the Company to the Company to satisfy tax withholding obligations upon exercise or vesting (i) the exercise price upon a cashless net exercise, in each case, of share options, equity awards, warrants or other right to acquire ADSs or the underlying shares pursuant to the Company’s equity incentive plans described in the Registration Statement, (j) transactions under or pursuant to cash-settled swap transactions, including any related share pledges and enforcement by the Dealers thereunder (the “Swap Transactions”) relating to ADSs, entered into on the date hereof between Deutsche Bank AG, Sydney Branch, UBS AG, London Branch and Xxxxxx Xxxxxxx & Co. International plc (collectively, the “Dealers”) and Crown Asia Investments Pty Ltd or (k) dispositions in the public markets or otherwise that are effected during periods of time when the swaps are being unwound. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. Notwithstanding the foregoing, nothing in this Lock-Up Agreement shall prohibit the exercise of any option, warrant or other rights to acquire the Company’s ADSs, the underlying shares or other securities, the settlement of any share-settled share appreciation rights, restricted shares or restricted share units or the conversion of any convertible security into ADSs or the underlying shares, in each case described in the Registration Statement, provided that the underlying shares, ADSs or other securities remain subject to this Lock-Up Agreement and provided further that no filing under the Exchange Act nor any other public filing or disclosure of such transfer by or on behalf of the undersigned shall be required or voluntarily made during the Lock-Up Period. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of Deutsche Bank Securities Inc., UBS Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, make any demand for for, or exercise any right with respect to to, the registration of any shares of Common Stock ADSs or any security securities convertible into or exercisable or exchangeable for Common StockADSs, or warrants or other rights to purchase ADSs or any such securities that would result in each case a public filing under the Exchange Act or the Securities Act during the Lock-up Period. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other thanrecords relating to shares of ADSs or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of ADSs or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities except in compliance with the foregoing restrictions. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, CROWN ASIA INVESTMENTS PTY LTD By: Name: Title: By: Name: Title: [Signature Page to Lock Up Agreement] EXHIBIT B MELCO CROWN ENTERTAINMENT LIMITED Officers’ Bringdown Certificate December 20, 2016 The undersigned, [Xxxxxxxx Xxx Lung Ho, Chief Executive Officer of Melco Crown Entertainment Limited, a Cayman Islands corporation (the “Company”) or Xxxxxxxx Xxxxxx Xxxxx, Chief Financial Officer of the Company, on behalf of the Company], does hereby certify pursuant to Section 9(m) of that certain Underwriting Agreement dated December 15, 2016 (the “Underwriting Agreement”) among the Company, Crown Asia Investments Pty Ltd named therein and Deutsche Bank Securities Inc., UBS Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as underwriters, that:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrimary offering shares: 3,650,000 shares at a price to public of $34.00 Number 43.00 per share, and no option to purchase additional shares. • Secondary offering shares: 1,050,000 shares at a price to public of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings$43.00 per share, Inc. Pricing Term Sheet Noneand a 30-day option to purchase an additional 705,000 shares. Exhibit A A-1 FORM OF LOCK-UP AGREEMENT ______________(Directors and Officers) [to be attached] FORM OF LOCK-UP AGREEMENT January 21, 2018 2015 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC RBC Capital Markets, LLC XXXXX INCORPORATED As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- The Advisory Board Company — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.The Advisory Board Company, a Delaware corporation (the “Company”)) and the Selling Stockholder party thereto, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareCommon Stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on (the date of this letter agreement (this “Letter AgreementRestricted Period”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock without the prior written consent of the Representatives, in each case other thanon behalf of the Underwriters. The foregoing sentence shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Number of Shares: 4,939,591 shares Number of Warrants: 5,242,588 Offering Price Per per Share: $34.00 Number 4.42 Offering Price per Warrant: $4.419 Exercise Price per Warrant Share: $0.001 Exercisability and Term of Underwritten SharesPre-Funded Warrants: 3,800,000 Number Exercisable any time between issuance and expiration, subject to beneficial ownership limitations, at option of Option Sharesholder, by cashless exercise. Exercise limitations of Warrant: 570,000 Ownership not to exceed initial beneficial ownership limit as set by holder. However, holder may increase percentage not to exceed 19.99% if holder provides at least 61 days’ notice. Treatment of Warrant upon a Fundamental Transaction: For certain fundamental transactions (as described in the Warrants) holder is entitled to receive, upon exercise, the same kind and amount of securities, cash or other property that such holders would have received had they exercised the Pre-Funded Warrants immediately prior to such transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants. Annex B PROS Holdings, Inc. Pricing Term Sheet None. None Exhibit A FORM OF LOCK-UP AGREEMENT ______________December [●], 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets2023 XXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Marketsx Xxxxx and Company, LLC 000 Xxxxx Xxxxxxxxx Xxxxxx New York, New York 10281 10022 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 000 Minneapolis, Minnesota 55402 Re: PROS HOLDINGSSyros Pharmaceuticals, INC. --- Public Inc. – Offering Ladies and Gentlemenof Shares of Common Stock Dear Sir or Madam: The undersigned understands that you, as Representatives of This letter agreement (“Agreement”) is being delivered to you in connection with the several Underwriters, propose to enter into an proposed underwriting agreement (the “Underwriting Agreement”) with PROS Holdingsby and among Syros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering and Xxxxx and Company, LLC (“XX Xxxxx”) and Xxxxx Xxxxxxx & Co. (together with XX Xxxxx, the “Public OfferingRepresentatives”) by as Representatives of the several Underwriters named in Schedule 1 A to the Underwriting Agreement (the “Underwriters”), providing for the offering (the “Offering”) by the Underwriters of shares of the common stock, par value $0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting AgreementCompany. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent with each of the Representatives, on behalf of the Underwriters, the undersigned will notRepresentatives that, during the period beginning on the date of this letter agreement (this “Letter Agreement”) hereof through and ending 90 days on the date that is the sixtieth (60th) day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Lock-Up Period”), the undersigned will not, and will not cause or direct any of its affiliates to, without the prior written consent of the Representatives, directly or indirectly, (1i) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchaselend, or otherwise transfer or dispose of, directly or indirectlyannounce the intention to otherwise dispose of, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities Act of 1933, as amended (such shares, the “Beneficially Owned Shares,” and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantsuch act, the “Securities Act”)), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into, or announce the intention to enter into, any swap, hedge or similar agreement or arrangement (including, without limitation, 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) that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the undersigned or someone other than the undersigned) that transfers in whole or in part, directly or indirectly, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in, or announce the intention to engage in, any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (each case other thansuch activity, subject to the exceptions below, a “Prohibited Activity”). The undersigned represents and warrants that the undersigned 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 is designed to or which reasonably could be expected to lead to or result in any Prohibited Activity during the Lock-Up Period. The restrictions set forth in the second paragraph shall not apply to:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per offering price per Share: $34.00 59.00 Number of Underwritten SharesShares purchased from the Underwriters: 3,800,000 1,030,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 154,500 Exhibit A FORM OF LOCK-UP AGREEMENT ______________March 8, 2018 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives Representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- SJW Group — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.SJW Group, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, lend, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.001 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 44.50 per Share Number of Underwritten Shares: 3,800,000 3,370,786 Number of Option Shares: 570,000 505,617 Annex B PROS Holdings, Inc. Pricing Term Sheet None. B-1 Exhibit A FORM OF LOCK-UP AGREEMENT ______________September 14, 2018 2016 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx Goldman, Xxxxx & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSAgios Pharmaceuticals, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsAgios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Xxxxx & Co. on behalf of the UnderwritersUnderwriters (the “Representatives”), the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 75 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned and (F) the exercise of options to purchase shares of Common Stock granted under a stock incentive plan described in the Prospectus, provided that the underlying Common Stock issued upon such exercise continues to be subject to the restrictions set forth in this Letter Agreement on the terms set forth herein; provided that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (E) each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (E), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 75-day period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representatives, (i) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 75-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that, except as expressly specified in subsection (iv)(2) below, such plan does not provide for any transfers of Common Stock during the 75-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, that, except as expressly specified in subsection (iv)(2) below, no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) transfer or dispose of shares of Common Stock acquired on the open market following the Public Offering, provided that no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on Form 5 made after the expiration of the 75-day period referred to above) and (iv) transfer shares of Common Stock pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (1) such trading plan shall have been in effect prior to the date hereof or (2) no shares are transferred pursuant to such trading plan prior to the 45th day after the date of the Prospectus and the aggregate number of shares transferred in the aggregate by the undersigned pursuant to this clause (iv)(2) and all other shareholders pursuant to the corresponding exception in their letter agreement with the Representatives relating to the offering does not exceed 50,000 shares during the period commencing on the date ending 45 days after the date of the Prospectus and ending at the expiration of the 75-day restricted period, and provided, further, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act. The Representatives, on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives, on behalf of the Underwriters will notify the Company of the impending release or waiver, and the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. This Letter Agreement shall automatically terminate and the undersigned shall be released from all obligations under this Letter Agreement upon the earliest to occur, if any, of: (a) either the Company, on the one hand, or either the Representatives, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering, (b) termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the sale of any of the Securities to the Underwriters, [and (c) the registration statement filed with the Commission with respect to the Public Offering is withdrawn][(c) the registration statement filed with the Commission with respect to the Public Offering is withdrawn, and (d) the date on which you cease to serve as an officer of the Company]1. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. 1 Applicable solely to Xxxxx Xxxxxxx. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 [ ] per Share Number of Underwritten Shares: 3,800,000 [ ] Number of Option Shares: 570,000 [ ] Annex B PROS HoldingsWritten Testing-the-Waters Communications · Testing-the-Waters Presentation dated February 2019. · Testing-the-Waters Presentation dated May 2019. Annex C Akero Therapeutics, Inc. Pricing Term Sheet [None. ] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2019 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. XXXXXXXXX LLC RBC Capital Markets, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSAkero Therapeutics, INC. --- Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that youundersigned, as Representatives a director, officer or securityholder of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsAkero Therapeutics, Inc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.0001 per share, share (“Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareof Underwritten Shares to the Public: $34.00 66.38 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF 4,200,000 ANNEX D LOCK-UP AGREEMENT ____________April __, 2018 X.X. 2008 J.X. Xxxxxx Securities Inc. 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Eleven Mxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Range Resources Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdings, Inc.Range Resources Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesJ.X. Xxxxxx Securities Inc. and Credit Suisse Securities (USA) LLC, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), ) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise. In addition, the undersigned agrees that, without the prior written consent of J.X. Xxxxxx Securities Inc. and Credit Suisse Securities (3USA) LLC, on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, it is understood that the Company may allow certain executive officers and directors of the Company, at its sole discretion, to sell up to an aggregate total of 1,000,000 shares of Common Stock without further written consent from the Underwriters. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released form all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in each case other than:reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Title: ANNEX E Lock-up Agreements Cxxxxxx X. Xxxxxxxxx Axxxxxx X. Dub V. Rxxxxxx Xxxxx Axxxx Xxxxxxxxx Jxxxxxxx X. Xxxxxx Kxxxx X. XxXxxxxx Jxxx X. Xxxxxxxxx Jxxxxxx X. Xxxxxxx Sxxxxx X. Xxxxx Rxxxx X. Mxxxx Cxxx X. Xxxxxxxx Rxxxxx X. Xxxxxx Mxxx X. Xxxxxxx Axxx X. Xxxxxxxxxxx

Pricing Information Provided Orally by Underwriters. Public Offering Price Per SharePrice: $34.00 Number of Underwritten Shares: 3,800,000 2,694,365 Number of Option Shares: 570,000 404,154 Annex B PROS HoldingsWritten Testing-the-Waters Communications None. Annex B-1 Annex C Cardlytics, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT _____________ __, 2018 2019 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsBofA SECURITIES, LLC INC. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSCardlytics, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsCardlytics, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 75 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make undertake any offer, sale, pledge or dispositionof the foregoing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. Notwithstanding the foregoing, and subject to the applicable conditions below, the undersigned may transfer Common Stock without the prior written consent of X.X. Xxxxxx Securities LLC and BofA Securities, Inc.: (ww) provided that (1) X.X. Xxxxxx Securities LLC and BofA Securities, Inc. receive a signed lock-up agreement for the balance of the Restricted Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) any such transfer is not required to be reported with the Securities and Exchange Commission on Form 4 in each case other thanaccordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Restricted Period:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareper Unit to the public: $34.00 10.00 Number of Underwritten SharesUnits Offered: 3,800,000 Number 20,000,000 EXHIBIT A [Form of Option Shares: 570,000 Annex B PROS HoldingsPress Release] Recharge Acquisition Corp. [●], Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGS, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement 2020 Recharge Acquisition Corp. (the “Underwriting AgreementCompany”) with PROS Holdingsannounced today that Rxxxxxx Jxxxx & Associates, Inc. and EarlyBirdCapital, Inc., joint book-running managers in the Company’s recent initial public offering of 20,000,000 Units, intend to [waive] [release] a lock-up restriction, along with the other underwriters of such offering whose consent is required, relating to [●] Units held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], 20[●], after which such shares may be sold or otherwise disposed of. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. EXHIBIT B OFFICERS’ CERTIFICATE Each of the undersigned, [●], Chief Executive Officer of Recharge Acquisition Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)and [●], of shares of common stock, par value $0.001 per share, Chief Financial Officer of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesCompany, on behalf of the UnderwritersCompany, does hereby certify pursuant to Section 6(g) of that certain Underwriting Agreement dated September 30, 2020 (the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Underwriting Agreement”) and ending 90 days after among the date Company and, on behalf of the prospectus relating to the Public Offering (the “Prospectus”) (such periodseveral Underwriters named therein, the “Restricted Period”)Rxxxxxx Jxxxx & Associates, (1) offerInc. and EarlyBirdCapital, pledgeInc., sellthat as of [●], contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than2020:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 18.00 Number of Underwritten Shares: 3,800,000 6,944,445 Number of Option Shares: 570,000 1,041,666 Annex B PROS HoldingsDECIPHERA PHARMACEUTICALS, Inc. INC. Pricing Term Sheet None. Exhibit A FORM OF LOCKForm of Lock-UP AGREEMENT ______________, 2018 up Agreement X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. Xxxxxxxxx LLC RBC Capital MarketsXxxxx and Company, LLC Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10179 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, x Xxxxxxxxx LLC 000 Xxxxx Xxxxxxx Xxxxxx New York, New York 10281 10022 c/x Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, New York 10022 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Re: PROS HOLDINGSDeciphera Pharmaceuticals, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Representatives (“Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsDeciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockCommon Stock, $0.01 par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein in this agreement (this “Lock-Up Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, that the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) Lock-Up Agreement and ending 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transactions or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any of the Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Undersigned’s Shares without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx and Company, LLC in connection with:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The public offering price per share for the Shares is $34.00 Number 19.75. The number of Underwritten Shares: 3,800,000 Number Shares purchased by the Underwriters from the Company is 3,700,000. The number of Option Shares: 570,000 Shares to be sold by the Company at the option of the Underwriters is up to 555,000. Annex B PROS NMI Holdings, Inc. Pricing Term Sheet [None. .] Exhibit A FORM OF LOCK-UP AGREEMENT ______________February 26, 2018 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx & Co. LLC DEUTSCHE BANK SECURITIES INC. RBC Capital MarketsCAPITAL MARKETS, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSNMI Holdings, INC. Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS NMI Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of Class A common stock, par value $0.001 0.01 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock, par value $0.001 0.01 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities Common Stock which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any such offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) the exercise of options or warrants (including, for the avoidance of doubt, dispositions in connection with the net exercise or settlement of options or warrants), provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement, (B) as a bona fide gift or gifts or as a result of testate or intestate succession, (C) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (D) to the Company as required or permitted by the Company’s equity plans in order to reimburse or pay federal income tax and withholding obligations in connection with vesting or settlement of restricted stock grants, restricted stock units or options, (E) as collateral for any loan, (F) with respect to sales of securities acquired after the closing of the Public Offering in the open market and (G) pursuant to a bona fide third-party tender offer, merger, consolidation, business combination, stock purchase or other similar transaction or series of related transactions approved by the Board of Directors of the Company and made to all holders of the Common Stock of the Company and that would result in a Change in Control, provided, that in the event that such tender offer, merger, consolidation, business combination, stock purchase or transaction or series of related transactions is not completed, the undersigned’s shares of Common Stock shall remain subject to the restrictions set forth herein; provided that in the case of any transfer or distribution pursuant to clause (B), (C) or (E) each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (C) or (E), no filing by any party (donor, donee, transferor or transferee) under Section 16(b) of the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution during the Restricted Period. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, and “Change in Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be deemed to restrict the undersigned from purchasing shares of Common Stock or exercising options or warrants to purchase shares of Common Stock during the Restricted Period, provided that in all such cases that no sale, disposition or other transfer of the underlying shares of Common Stock occurs during the Restricted Period (other than as provided herein). The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by March 31, 2018, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [NAME OF STOCKHOLDER] By: _____________________ Name:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The public offering price per share for the Underwritten Shares is $34.00 Number 22.25. The number of Underwritten Shares: 3,800,000 Number Shares purchased by the Underwriters is 362,359. The offering price per share for the Borrowed Firm Shares is $22.25. The number of Option Shares: 570,000 Borrowed Firm Shares purchased by the Underwriters is 9,887,641. Annex B PROS Holdings, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. 2021 BofA Securities, Inc. Xxx Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxxx Xxx Xxxx, LLC Xxx Xxxx 00000 As Representatives Representative of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 I to the Underwriting Agreements referred to below Re: PROS HOLDINGSSouth Jersey Industries, INC. --- Inc. – Public Offering Offerings Ladies and Gentlemen: The undersigned understands that you, as Representatives Representative of the several Underwriters, propose to enter into two separate underwriting agreements (each, an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsSouth Jersey Industries, Inc., a Delaware New Jersey corporation (the “Company”), providing for the public offering pursuant to which one or more offerings (the each, a “Public Offering”) by will be made that are intended to result in an orderly market for the several Underwriters named in Schedule 1 to the Underwriting Agreement (i) common stock, $1.25 par value per share (the “UnderwritersCommon Stock”), ) of shares of common stock, par value $0.001 per share, the Company and/or (ii) corporate units of the Company (the “SecuritiesCorporate Units”). Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Underwriting AgreementAgreements. In consideration of the Underwriters’ agreement to purchase and make the Public Offering Offerings of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesBofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus final prospectuses relating to the Public Offering (the “Prospectus”) Offerings (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock Stock, Corporate Units or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock as a bona fide gift or gifts; (B) dispositions to any trust for the direct or indirect benefit of the undersigned and/or a member of the immediate family of the undersigned; (C) the transfer or intestate succession to the legal representative or a member of the immediate family of the undersigned; or (D) transfers pursuant to domestic relations or court orders; provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C) or (D), each transferee, 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 (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 Restricted Period referred to above); and provided, further, that any required filing or announcement (including a filing on Form 4) by the undersigned or the Company relating to a sale pursuant to clause (A), (B) or (D) shall briefly note the applicable circumstances that cause such clause to apply and explain that the filing or announcement relates solely to transfers falling within the category described in the relevant clause (including, in the case of a Form 4 filing, indicating the appropriate transaction code(s) required by General Instruction 8 to Form 4). For purposes of this paragraph, “immediate family” shall mean the undersigned and any relationship by blood, marriage or adoption, not remote than first cousin. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the undersigned shall be released from all obligations under this Letter Agreement if and only if: (1) neither Underwriting Agreement becomes effective within 90 days of the date hereof or (2) if all Public Offerings terminate prior to payment for and delivery of the Common Stock or Corporate Units to be sold thereunder. The undersigned understands that the Underwriters are entering into the Underwriting Agreements and proceeding with the Public Offerings in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 11,627,907 Number of Option Shares: 570,000 1,744,186 Public Offering Price: $10.32 Annex B PROS HoldingsEdgewise Therapeutics, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. SVB Securities LLC RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 c/o SVB Securities LLC 1301 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSEdgewise Therapeutics, INC. --- Public Offering Inc. - Lock-Up Agreement (this “Lock-Up Agreement”) Ladies and Gentlemen: The undersigned understands that youX.X. Xxxxxx Securities LLC and SVB Securities LLC, as Representatives of representatives (the several Underwriters“Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with PROS HoldingsEdgewise Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the a public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, the Common Stock of the Company (the “SecuritiesShares”) pursuant to a shelf Registration Statement on Form S-3 that has been previously filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement by the Underwriters to purchase offer and make sell the Public Offering of the SecuritiesShares, and for of other good and valuable consideration the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 60 days after the date set forth on the final prospectus supplement (the “Prospectus”) used to sell the Shares (the “Lock-Up Period”), subject to the exceptions set forth in this Lock-Up Agreement, the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could 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 of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned 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 during the Lock-Up Period. In addition, the undersigned agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned it will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such periodLock-Up Period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock Shares or any security convertible into or exercisable or exchangeable for Common StockShares. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in each case other thanthe undersigned. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Offering Size: 1,300,000,000 CPOs, directly or in the form of ADSs (plus 15% over-allotment option) International/Mexican Offerings: 975,000,000 / 325,000,000 (plus 15% over-allotment in each offering) Public Offering Price Per SharePrice: $34.00 Number of Underwritten SharesUS$12.50000 per ADS / MXP 16.65 per CPO Underwriters’ Discount and Commissions: 3,800,000 Number of Option Shares: 570,000 4.50% Annex B PROS HoldingsForm of Opinion and Negative Assurance of Lic. Xxxxxx X. Xxxxxxxxxx, Inc. Pricing Term Sheet None. General Counsel of the Company [to be inserted] Annex C Form of Opinion, Tax Opinion and Negative Assurance Letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York Counsel for the Company [to be inserted] Xxxxx X Xxxx Xxxxxxx xx Xxxxxxxxx Xxxxxxx Xxxx & Xxxxx LLP, New York Counsel to the ADS Depositary [to be inserted] Exhibit A FORM OF LOCK-UP AGREEMENT ______________September , 2018 2009 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Inc. Citigroup Global Markets Inc. Santander Investment Securities Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting referred to below c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital MarketsSantander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Xxx Xxxx 00000 Re: PROS HOLDINGSCEMEX, INC. --- Public Offering S.A.B. DE C.V. Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsCEMEX, Inc.S.A.B. de C.V., a Delaware corporation sociedad anónima bursátil de capital variable organized under the laws of Mexico (the “Company”), providing for the public international offering outside of Mexico (the “Public International Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)Agreement, of shares of common stock, par value $0.001 per share, Ordinary Participation Certificates of the Company (certificados de participación ordinarios, or “CPOs”) (each representing two Series A Shares (the “SecuritiesSeries A Shares”) and one Series B Shares (the “Series B Shares”), each without par value, of the Company’s common stock), directly or in the form of American Depositary Shares (“ADSs”), each representing ten CPOs (collectively, the “Shares”). 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 International Offering of the SecuritiesShares, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public International Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of ADSs, CPOs or shares of common stock, $0.001 per share par value, stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock ADSs, CPOs or shares of common stock (including without limitation, Common Stock ADSs, CPOs or shares of common stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), ) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock ADSs, CPOs or shares of common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock ADSs, CPOs or shares of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any ADSs, CPOs or shares of Common Stock common stock or any security convertible into or exercisable or exchangeable for Common StockADSs, CPOs or shares of common stock, in each case other thanthan (A) transfers of shares of ADSs, CPOs or shares of common stock as a bona fide gift or gifts, (B) transfers of ADSs, CPOs or shares of common stock to any immediate family member of the undersigned or trust for the direct or indirect benefit of the undersigned and/or any immediate family member of the undersigned and (C) upon the death of the undersigned, transfers of ADSs, CPOs or shares of common stock by the estate of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the U.S. Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Shares to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the International Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, [NAME OF STOCKHOLDER] By: Name:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $34.00 Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 [set out key information included in script that will be used by Underwriters to confirm sales] Annex B PROS HoldingsWritten Testing-the-Waters Communications [Crinetics TTW Investor Presentation] Annex C Crinetics Pharmaceuticals, Inc. Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 X.X. Xxxxxx Securities X. X. XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx LEERINK PARTNERS LLC XXXXX XXXXXXX & Co. LLC RBC Capital Markets, LLC CO. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Leerink Partners LLC Xxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxXxxxxx, Xxx Xxxx 00xx Xxxxx Xxxxxx, XX 00000 c/o RBC Capital MarketsXxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, LLC 000 Xxxxx Xxxxxx New York0000 Xxxxxxxxxxx, New York 10281 XX 00000 Re: PROS HOLDINGSCrinetics Pharmaceuticals, INC. --- Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that youundersigned, as Representatives a stockholder of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsCrinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) 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, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the registration statement (“Registration Statement”) on Form S-1 to be filed with the SEC in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned, and (K) in connection with the conversion of outstanding shares of preferred stock of the Company into Common Stock as described in the Registration Statement, or any reclassification or conversion of the Common Stock, provided that any Common Stock received upon such conversion or reclassification will be subject to the restrictions set forth in this paragraph; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clauses (C), (D), (E), (F), (G) and (J), such transfer shall not involve a disposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clauses (B) through (J), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. Further, a transfer of Securities to the Company in connection with any contractual arrangement in effect on the date of the Prospectus that provides for the repurchase of the undersigned’s shares by the

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 15.00 per share Number of Underwritten Shares: 3,800,000 4,566,666 Number of Option Shares: 570,000 684,999 Annex A Annex B PROS Holdings, Inc. Pricing Term Sheet Written Testing-the-Waters Communications None. Exhibit A A-1 FORM OF LOCK-UP AGREEMENT Exhibit A-1 IMPRIVATA, INC. Lock-Up Agreement _____________ __, 2018 2015 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx BARCLAYS CAPITAL INC. XXXXX XXXXXXX & Co. LLC RBC Capital Markets, LLC CO. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Barclays Capital Inc. 000 Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital MarketsXxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Xxxxxxxxx 00000-0000 Re: PROS HOLDINGSImprivata, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsImprivata, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, on behalf of the Underwriters, the undersigned will not, during the period beginning commencing on the date of this letter agreement (this “Letter Agreement”) hereof and ending 90 75 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:: (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement; (B) transfers of shares of Common Stock as a bona fide gift or gifts; (C) distributions of shares of Common Stock to members, partners, or stockholders of the undersigned; (D) transfers of shares of Common Stock to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (E) transfers of shares of Common Stock 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; (F) transfers by operation of law, such as pursuant to a domestic relations order or in connection with a divorce settlement; (G) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of shares of Common Stock or such other securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (H) in connection with the receipt of Common Stock in connection with the vesting or exercise of restricted stock, stock options, warrants or the “net” or “cashless” exercise of stock options or warrants for purposes of exercising such stock options or warrants, including the payment of taxes due as a result of such vesting or exercise, pursuant to an employee benefit plan disclosed in the Prospectus; and (I) any sales or other dispositions of Securities acquired in open market transactions after the consummation of the Public Offering, provided that in the case of any transfer or distribution pursuant to clauses (B) through (H), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clauses (B) through (I), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, 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 75-day period referred to above). The foregoing restrictions shall not apply to the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the 75- day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company, or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the 75-day restricted period. The lock-up restrictions described herein shall not apply to any sale, transfer or other disposition of shares of Common Stock or any security convertible into Common Stock pursuant to any Plan existing on the date hereof. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The obligations set forth herein shall only become effective once all officers and directors of the Company, and all Selling Stockholders, enter into a substantially similar agreement. The undersigned understands that, if (i) either the Representatives, on behalf of the Underwriters, or the Company, advises the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) the Underwriting Agreement does not become effective, (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, or (iv) if the Company files an application to withdraw, and the Commission consents to the withdrawal of, the registration statement with respect to the Public Offering, then the undersigned shall be released from all obligations under this Letter Agreement. In addition, this Letter Agreement will automatically terminate on September 30, 2015, if the Public Offering has not occurred by such date (provided that the Company may by written notice to the undersigned prior to September 30, 2015 extend such date for a period of up to an additional three months). The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The public offering price per share for the Shares is $34.00 19.80. Number of Underwritten Shares: 3,800,000 Number of Option Shares: 570,000 Shares purchased by the Underwriters is 7,576,000. Annex B PROS HoldingsCrinetics Pharmaceuticals, Inc. Pricing Term Sheet None. None Exhibit A FORM OF LOCK-UP AGREEMENT ________October ______, 2018 X.X. Xxxxxx Securities 2021 SVB LEERINK LLC Xxxxxx Xxxxxxx EVERCORE GROUP L.L.C. CANTOR XXXXXXXXXX & Co. LLC RBC Capital Markets, LLC CO. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities SVB Leerink LLC 000 Xxxxxxx 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx Cantor Xxxxxxxxxx & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSCrinetics Pharmaceuticals, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that youundersigned, as Representatives a stockholder of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsCrinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareshare (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, SVB Leerink LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to) during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockStock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit) or (4) publicly disclose the intention to do any of the foregoing, in each case other than:than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock as a bona fide gift or gifts, (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) 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, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clauses (C), (D), (E), (F), (G) and (J), such transfer shall not involve a disposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clauses (B) through (J), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above). Further, a transfer of Securities to the Company in connection with any contractual arrangement in effect on the date of the Prospectus that provides for the repurchase of the undersigned’s shares by the Company in connection with the termination of the undersigned’s employment or other services with the

Pricing Information Provided Orally by Underwriters. Public Offering Price Per offering price per Share: $34.00 50.00 Number of Underwritten Shares: 3,800,000 4,500,000 Number of Option Shares: 570,000 675,000 Xxx. A-1 Annex B PROS HoldingsWritten Testing-the-Waters Communications None. Xxx. B-1 Annex C Phreesia, Inc. Pricing Term Sheet None. Xxx. C-1 Annex D Form of Opinion of Counsel for the Company Xxx. D-1 Exhibit A FORM OF LOCKB Form of Lock-UP AGREEMENT ______________Up Agreement , 2018 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, XXXXXX SECURITIES LLC As Representatives representative of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSPhreesia, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representative of the several Underwriters, propose proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsPhreesia, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) Agreement and ending 90 60 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Undersigned’s Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per offering price per Share: $34.00 [●] Number of Underwritten Shares: 3,800,000 [●] Number of Option Shares: 570,000 [●] Annex B PROS HoldingsA Annex B-1 Form of Opinion of Xxxx Xxxxxxx & Xxxxxx LLP for the Company Annex B-1 Annex B-2 Form of 10b-5 Statement of Xxxx Xxxxxxx & Xxxxxx LLP for the Company Annex B-2 Annex C Form of Opinion of Counsel for the Selling Stockholders Annex C Annex D Form of Opinion of Counsel for CCMP Capital Investors (Cayman) II, Inc. Pricing Term Sheet None. L.P. Annex D Annex E Form of Opinion of Pennsylvania Counsel to the Company Annex E Annex F Form of Opinion of General Counsel of the Company Annex F Exhibit A FORM OF LOCK-UP AGREEMENT ______________[●], 2018 2016 X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Xxxxx Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC, 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 c/o Morgan Xxxxxxx Merrill Lynch, Pierce, Xxxxxx & Co. LLC 0000 Xxxxxxxx Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSOllie’s Bargain Outlet Holdings, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS Ollie’s Bargain Outlet Holdings, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of the common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Exhibit A on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to (A) the Securities to be sold by the under-signed pursuant to the Underwriting Agreement, (B) transactions relating to shares of Common Stock or other securities that the undersigned may purchase in open market transactions after the completion of the Public Offering, (C) the exercise of stock options, including through a “net” or “cashless” exercise, granted pursuant to any of the Company’s equity incentive plans in effect at the time of the Public Offering, provided that the foregoing paragraph shall apply to any securities issued upon such exercise, (D) forfeitures of shares of Common Stock to the Company during the 90-day period referred to above to satisfy tax withholding requirements upon the vesting of equity-based awards granted under an equity incentive plan in effect at the time of the Public Offering, (E) transfers of shares of Common Stock as a bona fide gift or gifts, (F) distributions or transfers of shares of Common Stock to subsidiaries, limited or general partners, members, stockholders or affiliates of the undersigned, (G) transfers of shares of Common Stock to any immediate family member, trusts for the direct or indirect benefit of the undersigned or the immediate family members of the undersigned or any of their successors upon death, or any partnerships or limited liability company, the partners or members of which consist of the undersigned and/or immediate family members or other dependent of the undersigned, and in each case such transfer does not involve a disposition for value (for purposes of this Letter Agreement, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin), (H) transfers of shares of Common Stock by operation of law pursuant to a qualified domestic order or upon death by will or intestacy, or (I) transfers of shares of Common Stock not to exceed an aggregate of 100,000 shares of Common Stock sold by the undersigned and any other thanexecutive officers and directors of the Company who are not Selling Stockholders; provided that in the case of any transfer or distribution pursuant to clauses (E) through (H) above, each donee, distributee or transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; provided, further, that in the case of any transfer or distribution pursuant to clauses (B) and (E) through (H) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above) or other public announcement reporting a reduction in beneficial ownership of Securities shall be required or shall be made voluntarily in connection with such transfer Exhibit A or distribution; and provided, further, that in the case of any transfer pursuant to clauses (C) or (D) above, if the undersigned is required to make a filing under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the 90-day period referred to above, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax obligations of the undersigned in connection with such exercise. In addition, the foregoing paragraph shall not apply to the establishment of a trading plan by the undersigned pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day period referred to above and no filing under the Exchange Act (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above) or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such plan until after the expiration of the 90-day restricted period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if (1) the Company files an application with the Commission to withdraw the registration statement relating to the Public Offering, (2) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, (3) the Representatives, on behalf of the Underwriters, advise the Company and the Selling Stockholders, or the Company and the Selling Stockholders advise the Representatives, in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering or (4) the closing of the Public Offering shall not have occurred on or before April 5, 2016, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Exhibit A Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per per Share: $34.00 44.00 Number of Underwritten Shares: 3,800,000 3,977,273 Number of Option Shares: 570,000 596,590 Annex B PROS Holdings, Inc. C Pricing Term Sheet None. Exhibit A Form of Lock-up Agreement [Attached] Officers Xxxxxxx X. Xxxxxx M. Xxxxxx Xxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxxxxx FORM OF LOCK-UP AGREEMENT ______________, 2018 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXX XXXXXXX & Co. LLC RBC Capital Markets, LLC As CO. as Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxx Xxxxxxx & Co. LLC 0000 000 Xxxxxxxx Xxx XxxxXxxx Xxxxxxxxxxx, Xxx Xxxx Xxxxxxxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSAtriCure, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS HoldingsAtriCure, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per shareshare (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, Common Stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable for Common Stockdefined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in each case other thanwhole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Sharepublic offering price per share: $34.00 Number 13.00 • underwriting discount per share: $0.65 • number of Underwritten Sharesoffered shares: 3,800,000 Number 50,000,000 • proceeds, before expenses, to the Company: $617,500,000.00 Annex C-1 [Form of Option Shares: 570,000 PricewaterhouseCoopers LLP Comfort Letter regarding the Company and Holdings (Preliminary Prospectus)] Annex B PROS HoldingsC-2 [Form of PricewaterhouseCoopers LLP Comfort Letter regarding EXCO Holdings II, Inc. Pricing Term Sheet None. (Preliminary Prospectus)] Annex C-3 [Form of PricewaterhouseCoopers LLP Comfort Letter regarding the Company and Holdings (Final Prospectus)] Annex C-4 [Form of PricewaterhouseCoopers LLP Comfort Letter regarding EXCO Holdings II, Inc. (Final Prospectus)] Annex C-5 [Form of KPMG LLP Comfort Letter] Annex C-6 [Form of Xxxxxxx + Xxxxxx LLC Comfort Letter] Exhibit A FORM OF LOCK-UP AGREEMENT ______________, 2018 2006 X.X. Xxxxxx Securities LLC Xxxxxx Inc. Bear, Xxxxxxx & Co. LLC RBC Capital MarketsInc. Xxxxxxx, LLC Sachs & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto I to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSEXCO RESOURCES, INC. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS HoldingsEXCO Resources, Inc., a Delaware Texas corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 I to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 per share, stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $0.001 per share par value, of the Company (the “Common Stock”) ), any shares of Common Stock (“Holdings Stock”), $0.001 per share par value, of EXCO Holdings Inc. or any securities convertible into or exercisable or exchangeable for Common Stock or Holdings Stock (including without limitation, Common Stock or such other securities Holdings Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), ) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesHoldings Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock, Holdings Stock or such other securities, in cash or otherwise or (3) otherwise. In addition, the undersigned agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock or Holdings Stock or any security convertible into or exercisable or exchangeable for Common Stock or Holdings Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions set forth in the immediately preceding paragraph shall not apply to (a) bona fide gifts to charitable or nonprofit institutions, (b) dispositions by will or under the laws of intestacy, (c) dispositions to the immediate family of the undersigned, (d) dispositions to any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, (e) dispositions to a spouse, former spouse, child or other dependent pursuant to a domestic relations order or an order of a court of competent jurisdiction or (f) dispositions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (e) above; provided that (i) the transferee agrees in writing with the Underwriters to be bound by the terms of this Letter Agreement, and (ii), in each the case of clauses (b), (c), (d), (e) or (f), no filing by any party (either transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or disposition (other thanthan a filing on a Form 5 made after the expiration of the 180-day restricted period). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the immediately preceding paragraph, if the undersigned is a corporation, partnership or limited liability company, the corporation, partnership or limited liability company may transfer the undersigned’s shares of Common Stock to any entity that is an affiliate (as such term is defined under Rule 405 of the Securities Act of 1933, as amended) of such corporation, partnership or limited liability company, provided that (i) any such transferee agrees in writing with the Underwriters to be bound by the terms of this Letter Agreement, and (ii) no filing by any party (either transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on a Form 5 made after the expiration of the 180-day restricted period). In furtherance of the foregoing, the Company, Holdings, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: Title:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: The public offering price per share for the Shares is $34.00 Number 14.50. The number of Underwritten Shares: 3,800,000 Number Shares purchased by the Underwriters from the Company is 13,800,000 shares. The number of Option Shares: 570,000 Shares to be sold by the Company at the option of the Underwriters is up to 2,070,000 shares. Annex B PROS Holdings, Inc. Pricing Term Sheet Written Testing-the-Waters Communications None. Exhibit A FORM OF LOCK-UP AGREEMENT ______________June 3, 2018 2020 X.X. Xxxxxx Securities XXXXXX SECURITIES LLC Xxxxxx Xxxxxxx XXXXXXX SACHS & Co. LLC RBC Capital Markets, CO. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx Goldman Sachs & Co. LLC 0000 Xxxxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSNMI Holdings, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with PROS NMI Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), of shares of Class A common stock, par value $0.001 0.01 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any controlled affiliate (which shall not be deemed to include the Company or any of its subsidiaries) to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock, par value $0.001 0.01 per share par valueshare, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:or

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Shareoffering price: $34.00 185.00 per share Number of Underwritten Shares: 3,800,000 3,243,244 Number of Option Shares: 570,000 Annex B PROS Holdings, Inc. Pricing Term Sheet None. 486,486 Exhibit A FORM OF LOCK-UP AGREEMENT ______________December , 2018 2017 Xxxxxxx Sachs & Co. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital MarketsXxxxx and Company, LLC As as Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. Cowen and Company, LLC 0000 Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Re: PROS HOLDINGSbluebird bio, INC. --- Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with PROS Holdingsbluebird bio, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.001 0.01 per share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the RepresentativesXxxxxxx Xxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 45 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other thanthan (A) transfers of shares of Common Stock or other securities of the Company as a bona fide gift or gifts, (B) transfers of shares of Common Stock 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, (C) transfers of shares of Common Stock 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, (D) transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be made during the 45 day period after the date of the Prospectus in connection with subsequent sales of Common Stock acquired in such open market transactions, (E) transfers of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof, which trading plan shall not be amended during the 45 days after the date of the prospectus but may be terminated during the 45 days after the date of the prospectus and (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act providing for the transfer of shares of Common Stock, to the extent that such plan does not provide for the transfer of shares of Common Stock during the 45 days after the date of the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the 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 45 day period referred to above). In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective, or 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 Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, [NAME OF STOCKHOLDER] By: Name: