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

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Initial public offering price per share: $$ [ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • Number of Option Shares to be sold by the CompanyShares: [ l ] Annex [Add any other pricing disclosure.] ANNEX B Written Testing-the-Waters Communications [None●] Xxxxx X Xxxx Xxxx MedicalANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit EXHIBIT A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalXxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and its affiliates Xxxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [●] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[●], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[●]. Exhibit EXHIBIT B [Form of Waiver of Lock-up up] X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation CO. LLC Public Offering of Common Stock [ l ], 2019 2021 [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 Silk Road MedicalXxxxxXxxx.xxx, Inc. (the “Company”) of [______] shares of common stock, $[___] $ par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192021, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales[ 🌑 ] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex A-2-1 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalInvestor Deck, dated April 2018. Investor Deck, dated January 2018. Annex C EVO Payments, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalEVO Payments, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ 🌑 ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ 🌑 ], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ 🌑 ]. Exhibit B [Form of Waiver of Lock-up up] X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Class A Common Stock [ l 🌑 ], 2019 2018 [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 Silk Road Medical, Inc. [Corporation] (the “Company”) of [______[ 🌑 ] shares of Class A common stock, $[___] par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated __________________[ 🌑 ], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyShares: [ l [●] Public Offering Price: $[●] per Share Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalTesting-the-Waters Presentations dated October 2020. Annex C BioAtla, Inc. Pricing Term Sheet [Not ApplicableNone.] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing-the-Waters Authorization (to be delivered by the Issuer to X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Credit Suisse Securities (USA) LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBioAtla, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxxxx LLC (“BofA Xxxxxxx XxxxxJefferies”) and its Credit Suisse Securities (USA) LLC (“Credit Suisse”) (collectively, the “Representatives”), and their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and its affiliates Credit Suisse, and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxxxx@xxxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxxx Xxxxx Xxxxxxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxx.xxx@xxxxxx-xxxxxx.xxx, Xxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and Bruno Stembaum Xxxxxxx Xxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxx@xxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHXXXXXXXXX LLC CREDIT SUISSE SECURITIES (USA) LLC BioAtla, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalBioAtla, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • Option Shares: [•] Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [•] Annex B Written Testing-the-Waters Communications [None●] Xxxxx X Xxxx Xxxx MedicalANNEX C Century Therapeutics, Inc. Pricing Term Sheet [Not ApplicableNone] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to J.X. Xxxxxx Securities LLC, BofA Securities, Inc., SVB Leerink LLC and Pxxxx Xxxxxxx & Co. in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalCentury Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC, BofA Securities, Inc., SVB Leerink LLC and Pxxxx Xxxxxxx & Co. (the “X.X. XxxxxxRepresentatives”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [Fxxxxxxx Dagruma] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[fxxxxxxx.xxxxxxx@xxxxxxxx.xxx], with copies to Xxxxx [Axxxxx Xxxx] at [axxxxx.xxxx@xxxx.xxx], Pxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxpxxxxxx.xxxxxx@xxxxxxxxxx.xxx and [Mxxxx Xxxxxx] at [mxxxx.xxxxxx@xxx.xxx] with CC to Rxxxxxx X. Xxxxxxxxx, Xxxxxx Xxx Xx. at xxxxxx.xxx@xxxx.xxx rxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx, Arisa Akashi at axxxx.xxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Axxxxxxx Xxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxaxxxxxxx.xxxxxxx@xxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. J.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. SVB LEERINK LLC PXXXX XXXXXXX LYNCH& CO. Century Therapeutics, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalCentury Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm salesl] • shares Option Shares: [l] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [l] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. None ANNEX C Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization In reliance on Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSeer, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce), Xxxxxx Xxxxxxx & Xxxxx Incorporated Co. LLC (“Xxxxxx Xxxxxxx”), BofA Xxxxxxx XxxxxSecurities, Inc. (“BofA”) and its Xxxxx and Company, LLC (“Cowen”) and the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is solely administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer’s Chief Financial Officer. The Issuer has advised X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, including communications that are contemplated by this authorization. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen. The Issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and BofA Xxxxxxx Xxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and BofA Xxxxxxx Xxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and its Cowen and the affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and BofA Xxxxxxx Xxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxxxxxxx at xxxxxx.xxx@xxxx.xxx xxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxxxxxxx@xxxx.xxx and Bruno Stembaum Xxxxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxxxx@xxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX LYNCH& CO. LLC BOFA SECURITIES, PIERCEINC. Seer, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalSeer, Inc. (the “Company”) of [______] _ shares of Class A common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Class A Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 20__; 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. [Signature Page Follows] Yours very truly, X.X. XXXXXX SECURITIES LLC By: Authorized Signatory Name:Title: XXXXXX XXXXXXX & CO. LLC By: Authorized Signatory Name:Title: BOFA SECURITIES, INC. By: Authorized Signatory Name:Title: cc: Seer, Inc. Exhibit C Form of Press Release Seer, Inc. [Date] Seer, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., the lead book-running managers in the Company’s recent public sale of shares of Class A common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A 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 D FORM OF LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC BofA Securities, Inc. 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, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Seer, 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 Seer, 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 Class A Common Stock, $0.00001 par value per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of Common 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 X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. 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 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of 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”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, 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 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 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 Restricted Period. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm salesl] • shares Option Shares: [l] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [l] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Investor Presentation dated December 2021 Investor Presentation dated August 2022 Exhibit A FORM OF TESTING-THE-WATERS AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER (to be delivered by the Issuer to X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC, Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxxxx LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalPrime Medicine, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxxx Lynch, PierceXxxxx & Co. LLC (“Xxxxxxx Sachs”), Xxxxxx Xxxxxxx & Xxxxx Incorporated Co. LLC (“BofA Xxxxxxx XxxxxXxxxxx Xxxxxxx”) and its Xxxxxxxxx LLC (“Jefferies”), and their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxxxx while this authorization is in effect. The issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and its affiliates Xxxxxxxxx, and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to X.X. Xxxxxx to the attention of Xxxxx Xx at xxxxx.xx@xxxxxxxx.xxx, to Xxxxxxx Xxxxx to the attention of Xxxx Xxxx at xxxx.xxxx@xx.xxx, to Xxxxxx Xxxxxxx to the attention of Xxxxx Xxxxxxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxXxxxx.xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx and to Jefferies to the attention of Xxxxx Xxxx at xxxxx@xxxxxxxxx.xxx, in each case with copies to Xxxxxxx X. Xxxxxxxxx, Xx. at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxxx Xxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHXXXXX & CO. LLC XXXXXX XXXXXXX & CO. LLC XXXXXXXXX LLC Prime Medicine, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l [_______], 2019 2022 [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 Silk Road MedicalPrime Medicine, Inc. (the “Company”) of [______l] shares of common stock, $[___l] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 20192022, with respect to [______l] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Public Offering Price per sharePer Share: $[ l · ] • Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l · ] • Number of Option Shares to be sold by the CompanyShares: [ l · ] Annex A-1 Annex B Written Testing-the-Waters Communications [NoneCompany Presentation dated [ · ] Xxxxx X Xxxx Xxxx Medical, Inc. 2020] Annex C Pricing Term Sheet [Not ApplicableAxcella Health Inc. Shares of Common Stock Issuer: Axcella Health Inc. Symbol: AXLA Size (Pre-Greenshoe): $[ · ] Annex C-1 Total Underwritten Shares Offered by Issuer: [ · ] shares of common stock Option Shares Offered by Issuer: [ · ] shares of common stock Price to Public: $[ · ] Trade Date: [ · ], 2020 Closing Date: [ · ], 2020 CUSIP No: 05454B 105 Underwriters: X.X. Xxxxxx Securities LLC SVB Leerink LLC Wedbush Securities Inc. Xxxx Capital Partners, LLC Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Axcella Health Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and SVB Leerink LLC (together, the “X.X. XxxxxxRepresentatives”) and its their affiliates and their respective employeesemployees (collectively, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxAuthorized Persons”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in Regulation D (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, the Issuer or Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx xxxxx.xx@xxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxx.xxxxxx@xxxxxxxxxx.xxx. FORM OF LOCK-UP AGREEMENT FOR STOCKHOLDER ENTITIES AFFILIATED WITH FLAGSHIP PIONEERING, INC. , 2020 X.X. Xxxxxx Securities LLC SVB Leerink LLC 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 at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. Exhibit B Form Xxxx, Xxx Xxxx 00000 c/o SVB Leerink LLC 1301 Avenue of Waiver of Lockthe Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Axcella Health Inc. -up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation — Public Offering of Common Stock [ l ], 2019 [Name Ladies 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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Gentlemen:

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm salesUnderwritten Shares: [___] • shares Option Shares: [___] shares] Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [___] Annex B Written Testing-the-Waters Communications [None[ ] Xxxxx X Xxxx Xxxx MedicalAnnex C Bright Health Group, Inc. Pricing Term Sheet [Not Applicable___] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC, Xxxxxx Xxxxxxx & Co. LLC and Barclays Capital Inc. in email or letter form) In reliance on Section 5(d) of Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBright Health Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Xxxxx & Co. LLC (“Goldman”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and its Barclays Capital Inc. (“Barclays”) and their affiliates and their respective employeesemployees (collectively, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “BofA Xxxxxxx XxxxxAuthorized Underwriters”) and its affiliates and their respective employees), to engage on behalf of the Issuer in oral and written communications with potential investors that are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Authorized Underwriters, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer’s Chief Financial Officer, other than communications that are solely administrative in nature. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it is an “emerging growth company” as defined has not alone engaged in Section 2(a)(19any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectAuthorized Underwriters. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will reasonably promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters and will reasonably promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Authorized Underwriters and its their affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ ], [ ] at [ ] and [ ] at [ ], [ ] at [ ], and [ ] at [ ], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx[ ], Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx [ ] and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ ]. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH[___] Bright Health Group, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 2021 [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 Silk Road MedicalBright Health Group, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 20192021, with respect to [______] _ shares of Common Stock (the “Shares”).. [___] and [___] hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 2021; 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, [___] By: Authorized Signatory [___] By: Authorized Signatory cc: Bright Health Group, Inc. Exhibit C Form of Press Release Bright Health Group, Inc. [Date] Bright Health Group, Inc. (the “Company”) announced today that [___] and [___], 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 ____________________, 2021, 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 D FORM OF LOCK-UP AGREEMENT

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Underwritten Shares to be sold by the Company: [ l ] Option Shares Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalANNEX C SOVOS BRANDS, Inc. INC. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF TESTING-THE-WATERS AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER (to be delivered by the Issuer to the Representatives in email or letter form) In reliance on Section 5(d) of and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSovos Brands, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities Securities, L.L.C. and Xxxxxxx Sachs & Co. LLC (the “X.X. XxxxxxBookrunners”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). Any such communications must be made in accordance with Rule 163B under the Act. A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of as defined in Rule 405 under the Act. Each of the Bookrunners, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Securities, L.L.C. and BofA Xxxxxxx Xxxxx Sachs & Co. LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Securities, L.L.C. and BofA Xxxxxxx Xxxxx Sachs & Co. LLC and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Bookrunners and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxx Xxxx at xxxxxxx.xxxxxxxxxxx@xx.xxx and Xxx Xxxxxx at xxx.xxxxxx@xx.xxx, in each case with copies to Xxxx Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxx.xxxxx@xx.xxx, Xxxxxx Xxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx xxx.xxxxxxx@xx.xxx, Xxxxx Xxxxx at xxxxx.xxxxx@xx.xxx and Bruno Stembaum Xxxxx Xxxxxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxxxxxx@xx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).up

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l [•] • Number of shares: [•] Underwritten Shares to be sold by the Company: [ l plus [•] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications None Annex C-1 FORM OF OPINION OF COUNSEL FOR THE COMPANY [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not ApplicableTO COME] Annex C-1 C-2 FORM OF 10B-5 LETTER OF COUNSEL FOR THE COMPANY [TO COME] Annex C-3 FORM OF OPINION OF DELAWARE COUNSEL FOR THE COMPANY AND THE SELLING STOCKHOLDER [TO COME] Annex C-4 FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY Annex C-5 FORM OF OPINION OF COUNSEL FOR THE SELLING STOCKHOLDER [TO COME] Annex D Lock-up Signatories BCP IV GrafTech Holdings LP Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxx X. Xxxxx Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. GrafTech International Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) and its affiliates LLC (“Credit Suisse”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial potential public secondary offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Xxxxxx, Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[·], with copies a copy to Xxxxx Xxxxxx [·] at xxxxx.xxxxxx@xxxxxxxx.xxx[·] and [·] at [·] and [·] at [·] and [·] at [·], Xxxxxx Xxx with a copy to [·] at xxxxxx.xxx@xxxx.xxx [·] and Bruno Stembaum [·] at xxxxx.xxxxxxxx@xxxx.xxx[·]. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation CREDIT SUISSE SECURITIES (USA) LLC GrafTech International Ltd. Public Offering of Common Stock [ l ], 2019 2018 [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 Silk Road Medical, Inc. GrafTech International Ltd. (the “Company”) of [______] shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192018, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • shares Option Shares: [●] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [●] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalXxx Xxxxxx Health, Inc. Pricing Term Sheet [Not ApplicableNone] Annex C-1 D-1 Form of Regulatory Opinion of Counsel for the Company . Xxxxx X-0 Form of Opinion of Counsel For The Selling Stockholders Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC, and Xxxxxx Xxxxxxx & Co. LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalOak Street Health, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), Xxxxxxx Xxxxx & Co. LLC (“Goldman”), and Xxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. LLC (“BofA Xxxxxxx XxxxxMS”) and its their affiliates and their respective employeesemployees (“Authorized Persons”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and X.X. Xxxxxx, Xxxxxxx and MS neither the Issuer nor any Authorized Person will send or give to any potential investor any Written Testing-the Waters Communication. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxx, and BofA Xxxxxxx Xxxxx MS in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxx and BofA Xxxxxxx Xxxxx MS and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, Goldman and BofA its affiliates and their respective employees, MS and its affiliates and their respective employees and Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Goldman, MS and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, with copies to Xxxxxxxx Xxxxxxx at Xxxxxxxx.xxxxxxx@xx.xxx, and Xxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. Xxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Agreement

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [●] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyShares: [ l [●] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalAnnex C Constellation Pharmaceuticals, Inc. Pricing Term Sheet [Not ApplicableTo come, if applicable] Annex C-1 D Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Counsel for the Company Annex E Form of Opinion of XxXxxxxx & English, LLP, Intellectual Property Counsel for the Company Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalConstellation Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Jefferies”) and its affiliates BMO Capital Markets, Inc. (“BMO”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx BMO in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and each of X.X. Xxxxxx, Jefferies or BMO in advance, neither the Issuer nor any of X.X. Xxxxxx, Jefferies or BMO will send or give to any potential investor any Written Testing-the-Waters Communication; provided, that this limitation shall not apply to any Written Testing-the-Waters Communication that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act therefor) any/or any customary legal or regulatory legends or disclaimers; provided, however, that any Written Testing-the-Waters Communication that is broadly disseminated to the public by X.X. Xxxxxx, Xxxxxxxxx or BMO shall be subject to the prior approval of the Issuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx BMO and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and its affiliates BMO and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and BofA Xxxxxxx Xxxxx BMO a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxx.xxxxx@xxx.xxx, with copies to Xxxxx Xxxxxx Xxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxx.x.xxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxx at xxxxxx.xxx@xxxx.xxx xxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxx Xxxxxxxxxxx Bloom at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxxxxxxxxxxxx@xxx.xxx. Exhibit B Form of Waiver Press Release Constellation Pharmaceuticals, Inc. [Date] Constellation Pharmaceuticals, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, the lead book-running managers in the Company’s recent public sale of Lock[●] shares of common stock, are [waiving] [releasing] a lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHrestriction 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 , PIERCE20 , XXXXXX & XXXXX INCORPORATED Corporation 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 C Constellation Pharmaceuticals, Inc. Public Offering of Common Stock [ l ], 2019 2018 [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 Silk Road MedicalConstellation Pharmaceuticals, Inc. (the “Company”) of [______] shares of common stock, $[___●] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192018, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Number of Shares: [Set out key information included in script that will be used by Underwriters to confirm sales·] • Price per shareUnderwritten Shares plus [·] Option Shares Public Offering Price: $[ l [·] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] per Share Annex B Written Testing-the-Waters Communications Investor Presentation dated [None·], 2018 [·] Xxxxx X Xxxx Xxxx MedicalAnnex C Replimune Group, Inc. Pricing Term Sheet [Not ApplicableTo come, to the extent needed] Annex C-1 D [Form of Opinion of Counsel for the Company] Annex E [Form of Opinion of Intellectual Property Counsel for the Company] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing-the-Waters Authorization (to be delivered by the Company to X.X. Xxxxxx Securities LLC and Leerink Partners LLC in email or letter form in accordance with Section 3(e)) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalReplimune Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Leerink Partners LLC (“BofA Xxxxxxx XxxxxLeerink”) (collectively, the “Representatives”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Leerink and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxx.xxx, with copies to Xxxxx Xxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and Xxxxxx Xxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxx@xxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHup] Replimune Group, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalReplimune Group, Inc. (the “Company”) of [______·] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[·], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________·], 20192018, with respect to [______·] shares of Common Stock (the “Shares”).. [·] hereby agrees on behalf of the underwriters to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [·], 20[·]; 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, [·] cc: Company Exhibit C [Form of Press Release] Replimune Group, Inc. [Date] Replimune Group, Inc. (“Company”) announced today that [·] 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. 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 Securities Act of 1933, as amended. Exhibit D FORM OF LOCK-UP AGREEMENT [·], 2018

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [·] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares to be sold by the CompanyShares: [ l [·] Annex A-1 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalManagement Presentation dated May 17, 2017 Management Presentation dated May 30, 2017 Document containing Business Section, Risk Factors, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements, dated May 15, 2017 Annex B-1 Annex C Dova Pharmaceuticals, Inc. Pricing Term Sheet [Not ApplicableTo come, if applicable.] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing-the-waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDova Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Jefferies”) and its affiliates Leerink Partners LLC (“Leerink”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and its affiliates Leerink and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and BofA Xxxxxxx Xxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxx at xxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxx.xxx and Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxxxx.xxxxxx@xxxxxxx.xxx, with copies to Xxxxxxxx Xxxx at xxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxxx Xxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxx@xxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH[·] [·] Dova Pharmaceuticals, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l [·], 2019 2017 [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 Silk Road MedicalDova Pharmaceuticals, Inc. (the “Company”) of [______·] shares of common stock, $[___·] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[·], 2018 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________·], 20192017, with respect to [______·] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales·] • Option Shares: [·] Public Offering Price per sharePer Share: $[ l [·] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex A-1 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 . Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBoot Barn Holdings, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx XxxxxPiper”) and its Xxxxxxxxx LLC (“Jefferies”) and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of each of X.X. Xxxxxx Xxxxxx, Xxxxx and its affiliates Xxxxxxxxx and each of their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Piper and BofA Xxxxxxx Xxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxxxxxxxx at xxxx.x.xxxxxxxxx@xxxxxxxx.xxx, Xxxx Xxxxxxxx at xxxxxxx.x.xxxxxxxx@xxx.xxx and Xxxxxx Xxxxx Xxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, xxxxxxxxxx@xxxxxxxxx.xxx with copies to Xxxxxxx Xxxxxx at xxxxxxx.x.xxxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx.x.xxxxxx@xxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx@xxxxxxxxx.xxx. Exhibit B Form FORM OF LOCK-UP AGREEMENT [·], 2015 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHthe several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Re: Boot Barn Holdings, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of Common Stock [ l ]the several Underwriters, 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalBoot Barn Holdings, Inc. 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 [______] 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, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (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 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 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) transfers of shares of Common Stock by operation of law, including a qualified domestic order or upon death by will or intestacy, (D) if the undersigned is a corporation, partnership or other business entity, distributions or transfers of shares of Common Stock to (i) affiliates (as such term is defined in Rule 405 of the Securities Act of 1933, as amended) that are controlled by the undersigned or (ii) the limited or general partners, members or stockholders of the undersigned, and (E) transfers of shares of Common Stock pursuant to a liquidation, tender offer, merger, consolidation, stock exchange or similar transaction that results in all of the Company’s equity holders having the right to exchange their equity securities in the Company for cash, securities or other property, provided that if such liquidation, tender offer, merger, consolidation, stock exchange or similar transaction is not completed, any Common Stock or other equity securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement; provided that in the case of any transfer or distribution pursuant to clause (B), (C) or (D) each donee or transferee shall execute and deliver to the Representatives a lock-up letter dated __________________in the form of this paragraph; and provided, 2018 further, that in the case of any transfer or distribution pursuant to clause (B), (C) or (D), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Lock-up LetterExchange Act”), executed by you or other public announcement shall be required or shall be made voluntarily in connection with such offeringtransfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). Notwithstanding the foregoing, and your request for a [waiver] [release] dated [__________________], 2019, with respect nothing in this Letter Agreement shall prohibit (i) transactions relating to [______] shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made during the 90-day period referred to above in connection with subsequent sales of such common stock or other securities acquired in such open market transactions, (ii) any exercise (including a cashless exercise) of options to purchase shares of Common Stock or any conversion or exchange of any other equity security held by the “Shares”).undersigned, individually or as a fiduciary, pursuant to an employee benefit plan or other arrangement described in the Prospectus; provided that any shares of Common Stock received upon such exercise, conversion or exchange shall be subject to the terms of this Letter Agreement and no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made during the 90-day period referred to above in connection with such exercise, conversion or exchange, or (iii) the undersigned from entering into, or amending, a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Letter Agreement relating to the sale of securities of the Company, if then permitted by the Company; provided that the securities subject to such plan may not be sold until after the expiration of restrictions provided for herein 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 undersigned or the Company during the 90-day period referred to above. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx LLC 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, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx 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, Xxxxx Xxxxxxx & Co. and Xxxxxxxxx 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. If (i) the Underwriting Agreement shall not have been entered into by Xxxxx 00, 0000, (xx) prior to the execution of the Underwriting Agreement by the parties thereto, the Company notifies the Representatives in writing that it does not intend to proceed with the Public Offering and files an application to withdraw the registration statement relating to the offering 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, then this Letter Agreement shall immediately terminate and 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. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Public Offering price per share: $[ l ● ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l ● ] • Number of Option Shares to be sold by the Company: [ l ] Annex ANNEX B Written Testing-the-Waters Communications [None] Xxxxx [ ● ]. ANNEX C NANO-X Xxxx Xxxx Medical, Inc. IMAGING LTD Pricing Term Sheet [Not ApplicablePublic offering price per share: $[ ● ] Annex C-1 Number of Shares: [ ● ] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to Cantor in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. Nano-X Imaging Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co. (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxCantor”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Cantor agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Cantor in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Cantor and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx Cantor and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Cantor a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $at [___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect copies to [______Xxxxxx Xxxxxx at Xxxxxx.Xxxxxx@XX.xxx. Exhibit B Form of Opinion of United States Counsel for the Company [ ● ] shares Exhibit C Form of Common Stock (Opinion of Israeli Counsel for the “Shares”).Company [ ● ] Exhibit D Form of Opinion of Intellectual Property Counsel for the Company [ ● ] Exhibit E Form of Selling Shareholder Lock-Up

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic offering price: $[ l ] • per share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • Number of Option Shares Shares: [ ] Exhibit A EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, SVMK Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxx & Company LLC (“Xxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxx and its Xxxxxxx Xxxxx, and each of their respective affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.x.xxxx@xxxxxxxx.xxx, with copies to Xxxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and So Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation SVMK Inc. Public Offering of Common Stock [ l ], 2019 2018 [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 Silk Road Medical, SVMK Inc. (the “Company”) of [______] shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [•] Annex B Written Testing-the-Waters Communications [None•] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalLexeo Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and Leerink Partners LLC (the “X.X. XxxxxxRepresentatives”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx of: Xxxxx Xx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx and Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx.Xxxxxx@xxxxxxxxxxxxxxx.xxx and Xxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxx@xxxxxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHLEERINK PARTNERS LLC Lexeo Therapeutics, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalLexeo Therapeutics, Inc. (the “Company”) of [______•] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2023 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________•], 20192023, with respect to [______•] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key Key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [NoneTBD] Xxxxx X Xxxx Xxxx Medical, Inc. ANNEX C Pricing Term Sheet [Not ApplicableNone.] Annex C-1 D Form of Opinion of Intellectual Property Counsel for the Company Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalIntersect ENT, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co. (the “X.X. XxxxxxRepresentatives”) and its their respective affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their such affiliates’ respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their such affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxx Xxxxxx at xxxxxx.x.xxxxxx@xxxxxxxx.xxx and Xxxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxx.xxxxxxx.xxxxx@xxx.xxx, with copies to Xxxxx Xxxxxx Xxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxxx@xx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CO. Corporation Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalIntersect ENT, Inc. (the “Company”) of [______[ ] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019201 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications Annex C-1 [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not ApplicableForm of Opinion of Counsel for the Company] Annex C-1 C-2 [Form of Opinion of IP Counsel for the Company] Annex C-3 [Form of Opinion of Regulatory Counsel for the Company] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSpark Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC (“BofA Xxxxxxx XxxxxCredit Suisse”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication authorized by the Issuer containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ ] and [ ] at [ ], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[as applicable]. Exhibit B [Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHup] Spark Therapeutics, PIERCEInc. , XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalSpark Therapeutics, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [____] • Number of Option Shares to be sold by the CompanyShares: [ l [____] Public Offering Price: $[____] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalTesting-the-Waters Presentation dated June 2020. ANNEX C iTeos Therapeutics, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicaliTeos Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SVB Leerink LLC (“BofA SVB Leerink”) and its affiliates and their respective employees and Xxxxx Xxxxxxx Xxxxx& Co. (“Piper” and, together with X.X. Xxxxxx and SVB Leerink, the “Representatives”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(192(a}(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, SVB Leerink and BofA Xxxxxxx Xxxxx its affiliates and their respective employees and Piper and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx xxxxxxx.xxxxxx@xxxxxxxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxxx@xxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHSVB LEERINK LLC iTeos Therapeutics, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 2020 [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 Silk Road MedicaliTeos Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of shares: [ ] Underwritten Shares to be sold by the Company: plus [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxxxxx Xxxx Incorporated Testing-the-Waters Presentation dated [ ], 2016 Xxxxx X Xxxxxxxx Xxxx Xxxx Medical, Inc. Incorporated Pricing Term Sheet [Not Applicable] Annex C-1 Annex D Form of Opinion of Counsel for the Company and Xxxxxxxx Xxxx Annex D Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. Xxxxxxxx Xxxx Incorporated (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees (collectively, the “Representatives”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its the Representatives, their affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxxxx.x.xxxx@xxxxxxxx.xxx and Xxxxxxx Xxxx at xxxxxxx.xxxx@xxxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxxx X. Xxxxxxxxx, Xx. at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxxx Xxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx_x@xxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up Up Agreement [ ], 2017 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX LYNCH& CO. LLC 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, PIERCEXX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XXXXXX & XXXXX INCORPORATED Corporation Xxx Xxxx 00000 Re: Xxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of Common Stock [ l ]the several Underwriters (the “Representatives”), 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalXxxxxxxx Xxxx Incorporated, Inc. a Delaware corporation (the “Company”) of [______] shares of common stock), $[___] par value and Xxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, providing for the public offering (the “Common StockPublic Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up LetterSecurities”), executed by you . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect the Underwriting Agreement. References to [______] shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. 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 180 days after the date of the prospectus relating to the Public Offering (the “SharesProspectus”) (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 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. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [NoneTo come] Xxxxx X Xxxx Xxxx Medical, Inc. Annex C CyberArk Software Ltd. Pricing Term Sheet [Not ApplicableTo come] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. CyberArk Software Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, employees and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Deutsche Bank Securities Inc. (“BofA Xxxxxxx XxxxxDeutsche Bank”) and its affiliates and their respective employeesemployees (collectively, the “Representatives”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the Waters communication shall be subject to prior approval by the Company prior to its dissemination to a potential investor, provided, however, that the foregoing shall not apply to communications that are administrative in nature (i.e., scheduling meetings) or that solely contain information already contained in a communication previously approved by the Company. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication that has been approved by the Company there occurs an event or development as a result of which (i) such Written Testing-the-Waters Communication used in any meeting included at the time of such meeting an untrue statement of a material fact or omitted to state a material fact, or (ii) such Written Testing-the-Waters Communication proposed to be used in any meeting would at the time of such meeting include an untrue statement of a material fact or omitted or would omit to state a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made or existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of JPM banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[xxxxx@xxxxxxxx.xxx] and [name of DB banker] at [xxxxx@xx.xxx], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[as applicable]. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation CyberArk Software Ltd. Public Offering of Common Stock [ l ]Ordinary Shares , 2019 201 [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 Silk Road Medical, Inc. CyberArk Software Ltd. (the “Company”) of [______[ ] shares of common stockordinary shares, $[___] NIS 0.01 par value (the “Common StockOrdinary Shares”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019201 , with respect to [______] shares of Common Stock Ordinary Shares (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • Option Shares: [●] Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [●] Annex B Written Testing-the-Waters Communications [None●] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on either Section 5(d) of the Securities Act of 1933, as amended (the “Act”)) or Rule 163B under the Act, Silk Road MedicalNuvalent, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) ), Xxxxx and its affiliates and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen”) and its Xxxxx Xxxxxxx & Co. (“Piper”), and each of their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. In addition, the Issuer agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Authorized Underwriters. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify each of X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify each of X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employeesXxxxxx, and BofA Xxxxxxx Xxxxx and its Xxxxx and each of their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to each of X.X. Xxxxxx Xxxxxx, Cowen and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxx.Xxxxxx@xxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxXxxxxxx.Xxxxxxx@xxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC XXXXX XXXXXXX LYNCH& CO. Nuvalent, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalNuvalent, Inc. (the “Company”) of [______●] shares of common stock, $[___] par value $0.0001 per share (the “Common Stock”), of the Company and the lock-up letter agreement dated __________________[●], 2018 2021 (the “Lock-up LetterAgreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________●], 20192021, with respect to [______●] shares of Common Stock (the “Shares”). X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx Co. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective [●], 2021; 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 Agreement shall remain in full force and effect. Yours very truly, X.X. XXXXXX SECURITIES LLC By: Name: Title: XXXXX AND COMPANY, LLC By: Name: Title: XXXXX XXXXXXX & CO. By: Name: Title: cc: Company Exhibit C Form of Press Release Nuvalent, Inc. [Date] Nuvalent, Inc. (the “Company”) announced today that certain 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 [●], 2021, 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 D FORM OF LOCK-UP AGREEMENT , 2021 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC XXXXX XXXXXXX & 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 Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 c/o Xxxxx Xxxxxxx & Co. 1251 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Re: Nuvalent, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Nuvalent, 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 the Shares (as defined in the Underwriting Agreement), which consists of Class A common stock, par value $0.0001 per share of the Company (the “Class A Common Stock”), or to the extent shares are purchased by entities affiliated with Deerfield Healthcare Innovations Fund, L.P. or Deerfield Private Design Fund IV, L.P., Class B common stock, par value $0.001 per share of the Company (together with Class A Common Stock, the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Shares, 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, Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., on behalf of the Underwriters, the undersigned will not, and, [to the extent the undersigned is not (i) an investment company (a “‘40 Act Fund”) registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), advised or controlled by multiple investment managers or the investment manager of such ‘40 Act Fund, (ii) an investment fund that is exempt from the registration requirements under the Investment Company Act and managed by an investment advisor registered with the SEC pursuant to the Investment Company Act, or (iii) an affiliate of the entities described in clauses (i) and (ii) (clauses (i), (ii) and (iii) collectively, “Specified Persons”),] 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 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of 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”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities [(other than an Underwritten Sale in connection with a Triggering Release (as defined herein))], or (4) publicly disclose the intention to do any of the foregoing. [For the avoidance of doubt, to the extent the undersigned has demand and/or piggyback registration rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the foregoing shall not prohibit the undersigned from notifying the Company privately that it is or will be exercising its demand and/or piggyback registration rights following the expiration of the Restricted Period and undertaking preparations related thereto; provided that the foregoing notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement with the Securities and Exchange Commission or any other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Restricted Period (and no such filing, confidential submission, public announcement or activity shall be voluntarily made or taken by the undersigned, the Company or any third party during the Restricted Period without the prior written consent of the Representatives).] The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in, or , to the extent the undersigned is not a Specified Person, directing any affiliate to engage 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 undersigned further confirms that neither the undersigned nor, to the extent the Undersigned is not a Specified Person, any of its affiliates, is a party, as of the date hereof, to a transaction that 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. [Set out key information included in script that will be used by Underwriters to confirm salesPublic Offering Price Per Share: [ · ] • Price per share: $[ l ] • Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l · ] • Number of Option Shares to be sold by the CompanyShares: [ l · ] Annex A-1 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Company Presentation dated June 2018 Annex B-1 Annex C Pricing Term Sheet [Not Applicable[ · ] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalRubius Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxxxx LLC and Leerink Partners LLC (collectively, the “X.X. XxxxxxBookrunners”) ), and its each of their respective employees and affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Bookrunners and its each of their respective employees and affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx, Xxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxxxx Xxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxx@xxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up up] X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXXX LYNCH000 Xxxxxxx Xxxxxx Xxx Xxxx, PIERCEXxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XXXXXX & XXXXX INCORPORATED Corporation Xxx Xxxx 00000 Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Leerink Partners LLC Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Rubius Therapeutics, Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalRubius Therapeutics, Inc. (the “Company”) of [______[ · ] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).. The Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; 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,

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $$ [ l ] • Number of [ ] Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalANNEX C Brilliant Earth Group, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx, Credit Suisse, Jefferies and Cowen in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBrilliant Earth Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxxxxx LLC (“Jefferies”) and its affiliates Xxxxx and Company, LLC (“Cowen”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and BofA Xxxxxxx Xxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and BofA Xxxxxxx Xxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and its affiliates Cowen and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and BofA Xxxxxxx Xxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of JPM banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[●], [name of Credit Suisse banker] at [●], [name of Jefferies banker] at [●] and [name of Cowen banker] at [●] and, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxxx.xxx, Xxxxxx Xxx Arisa Akashi at xxxxxx.xxx@xxxx.xxx xxxxx.xxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxxxxx Xxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxx.xxxx@xxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHCREDIT SUISSE SECURITIES (USA) LLC Brilliant Earth Group, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ]] , 2019 2021 [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 Silk Road MedicalBrilliant Earth Group, Inc. (the “Company”) of [______] shares of Class A common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • 8.25 per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 7,500,000 Number of Option Shares to be sold by the CompanyShares: [ l ] 1,125,000 Annex A-1 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical. Annex B-1 Annex C Kala Pharmaceuticals, Inc. Pricing Term Sheet [Not Applicable] None. Annex C-1 Annex D Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Counsel for the Company Annex D-1 Annex E Form of Opinion of K&L Gates LLP, Intellectual Property Counsel for the Company Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalKala Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxxx Lynch, Pierce, Xxxxxx & and Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its Jefferies LLC (“Jefferies”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and its affiliates Xxxxxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx, Xxxxxxx Xxxxx and Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xxxx.xxx and Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx@xxxxxxxxx.xxx. Exhibit B Form of Waiver of LockLOCK-up UP AGREEMENT , 2018 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation XXXXXXXXX LLC 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, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Kala Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of Common Stock [ l ]the several Underwriters, 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalKala Pharmaceuticals, Inc. 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, 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 commencing on the date hereof and ending 60 days after the date of the final prospectus supplement relating to the Public Offering (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 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 Company Securities and the lock-up letter dated __________________, 2018 Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the those transactions described in this subsection (1) collectively referred to as a “Lock-up LetterTransaction”), executed or publicly disclose the intention to enter into any Transaction, (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) is to be settled by you delivery of Common Stock or such other securities, in connection with such offeringcash or otherwise (collectively, and your request a “Swap”) or (3) make any demand for a [waiver] [release] dated [__________________], 2019, 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) [______] reserved], (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 one or more immediate family members 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) transfers or dispositions of the undersigned’s shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, (F) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned, and (G) distributions of shares of Common Stock to any corporation, partnership, limited liability company, investment fund or other entity controlled or managed by, or under common control or management with, the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value; provided that in the case of any transfer, disposition or distribution pursuant to clause (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 Letter Agreement; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E), (F), or (G), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “SharesExchange 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, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above and any required Schedule 13G (or 13G/A) or 13F filing). 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) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company existing as of the date hereof and described in the prospectus (including any prospectus supplement and any documents incorporated by reference therein) and the registration statement relating to the Public Offering, it being understood 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, (ii) exercise (whether for cash, cashless, or net exercise) warrants to purchase shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) outstanding as of the date hereof and described in the prospectus (including

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [•] Annex B Written Testing-the-Waters Communications [NoneHilleVax TTW Investor Presentation] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalHilleVax, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), SVB Leerink LLC (“SVB Leerink”), Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and its affiliates Guggenheim Securities, LLC (“Guggenheim”) and their respective employees, employees and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated affiliates (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees of such affiliates), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, SVB Leerink, Stifel and Guggenheim, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and BofA Xxxxxxx Xxxxx Guggenheim in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and BofA Xxxxxxx Xxxxx Guggenheim and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and its affiliates Guggenheim and their respective employees, employees and BofA Xxxxxxx Xxxxx affiliates (and its affiliates and their respective employees, employees of such affiliates) to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and BofA Xxxxxxx Xxxxx Guggenheim a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx, with copies to Nick Oust at xxxxx@xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxx@xxxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHSVB SECURITIES LLC HilleVax, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalHilleVax, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20[•] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Public offering price per share: $[ l ] • 46.00 Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 9,000,000 Number of Option Shares Shares: 1,350,000 Exhibit A EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medicalissuer to Xxxxxxx Xxxxx, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER X.X. Xxxxxx and BofA in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDuck Creek Technologies, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Sachs & Co. LLC (“Xxxxxxx Xxxxx”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates ), BofA Securities, Inc. (“BofA”), and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the contemplated public offering of the Issuer’s contemplated initial public offering common stock (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify Xxxxxxx Xxxxx, X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify Xxxxxxx Xxxxx, X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of Xxxxxxx Xxxxx, X.X. Xxxxxx and its affiliates Xxxxxx, BofA and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to Xxxxxxx Sachs, X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of Xxxxxxx Sachs banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[xxxxx@xx.xxx], [name of JPM banker] at [xxxxx@xxxxxxxx.xxx] and [name of BofA banker] at [xxxxx@xxxx.xxx], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[as applicable]. Exhibit B Form of Waiver of LockFORM OF LOCK-up UP AGREEMENT [●], 2021 XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHBOFA SECURITIES, PIERCEINC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XXXXXX & XXXXX INCORPORATED Corporation XX 00000-0000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Duck Creek Technologies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives of Common Stock [ l ]the several underwriters named in Schedule 1 to the Underwriting Agreement (as defined below) (the “Underwriters”), 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalDuck Creek Technologies, Inc. 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 Underwriters of [______] shares of common stockCommon Stock, $[___] par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up LetterSecurities”). 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 and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, acting as representatives 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 on the date that is 60 days from the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), executed (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, (i) any Securities or (ii) any securities convertible into or exercisable or exchangeable for Common Stock, options or warrants to purchase Securities which may be deemed to be beneficially owned by you the undersigned in connection 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) (any such offeringsecurities described in this clause (1), and your request the “Restricted Securities”), (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 Restricted Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Restricted Securities, in cash or otherwise or (3) make any demand for a [waiver] [release] dated [__________________], 2019, or exercise any right with respect to [______] shares the registration of any Restricted Securities, or publicly disclose the intention to undertake any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging 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) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Restricted Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock (or other securities of the “Shares”).Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing. The undersigned represents and warrants that the undersigned is not currently, and has not caused or directed any of its affiliates to be or become, 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 of the foregoing during the Restricted Period. Notwithstanding the foregoing, the terms of this Letter Agreement shall not apply to or prohibit:

Pricing Information Provided Orally by Underwriters. Price to the public: $[Set out key information included in script that will be used by Underwriters to confirm sales●] per share • Underwritten Shares: [●] • Price per shareOption Shares: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [●] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable●] Annex C-1 C Form of Opinion of Intellectual Property Counsel for the Company [To come.] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalIntersect ENT, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “BofA Xxxxxxx XxxxxRepresentatives”) and its their respective affiliates and their such affiliates’ respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their such affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxx Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.x.xxxxxx@xxxxxxxx.xxx and [●], with copies to Xxxxx Xxxxxx Xxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxxx@xx.xxx. Exhibit B Form of Waiver of LockFORM OF LOCK-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).UP AGREEMENT

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [•] Annex B Written Testing-the-Waters Communications Investor Presentation dated [None] Xxxxx X Xxxx Xxxx Medical•], Inc. 2021 ANNEX C CYTEIR THERAPEUTICS, INC. Pricing Term Sheet [Not ApplicableNone.] Annex C-1 Annex D [Form of Opinion of Counsel for the Company] Annex D-1 Annex E [Form of Opinion of Intellectual Property Counsel for the Company] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form). In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalCyteir Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and its affiliates BofA Securities, Inc. (“BofA” and, together with X.X. Xxxxxx and Xxxxxx Xxxxxxx, the “Representatives”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Representatives, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer, provided, however, that no such approval shall be required for any written communication (i) that is administrative in nature (i.e., scheduling meetings), (ii) that solely contains information already contained in a communication previously approved by the Issuer and/or (iii) that is limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing-the-Waters Communication). The Issuer has advised the Representatives that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) ). The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Representatives and its their respective affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx and Xxxxx Xxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxx.xxxxxx@xxxx.xxx, with copies to Yasin Keshvargar at xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxx Nekou at xxxxx.xxxxxx@xxxxxxxx.xxx, xxxxx.xxxxx@xxxxxxxxx.xxx and Xxxxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxx.xxxxxx@xxxxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up up] X.X. XXXXXX SECURITIES Xxxxxx Securities LLC XXXXXXX LYNCHXxxxxx Xxxxxxx & Co. LLC BofA Securities, PIERCEInc. Cyteir Therapeutics, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l [•], 2019 2021 [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 Silk Road MedicalCyteir Therapeutics, Inc. (the “Company”) of [______•] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [releasewaiver][release] dated [__________________•], 201920[•], with respect to [______•] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. hereby agree to [waive][release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [•], 20[•]; 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 X.X. Xxxxxx Securities LLC Representative] [Name of X.X. Xxxxxx Securities LLC Representative] [Signature of Xxxxxx Xxxxxxx & Co. LLC Representative] [Name of Xxxxxx Xxxxxxx & Co. LLC Representative] [Signature of BofA Securities, Inc. Representative] [Name of BofA Securities, Inc. Representative] cc: Company Exhibit C [Form of Press Release] Cyteir Therapeutics, Inc. [Date] Cyteir Therapeutics, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., the joint book-running managers 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 D FORM OF LOCK-UP AGREEMENT March 26, 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. 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 Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Cyteir Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), with Cyteir Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Securities”) pursuant to a Registration Statement on Form S-1 to be 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 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 beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 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, 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”) 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 SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, 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 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 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 would be expected to violate this Letter Agreement. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales—] • Option Shares: [—] Public Offering Price per shareShare: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [—] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 None. Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered by the issuer to the Representative in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalOtonomy, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (the “X.X. XxxxxxRepresentative”) and its respective affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Representative agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representative in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, the Representative to engage in communications in which they it could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representative a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[email], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[as applicable]. Exhibit B Form of Waiver of LockFORM OF LOCK-up X.X. UP AGREEMENT , 2015 X. X. XXXXXX SECURITIES LLC XXXXXXX LYNCHAs Representative 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, PIERCEXX 00000 Re: Otonomy, XXXXXX & XXXXX INCORPORATED Corporation Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative of Common Stock [ l ]the several Underwriters, 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered propose to you in connection enter into an Underwriting Agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalOtonomy, Inc. Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of [______] shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] 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 lock-up letter dated __________________meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, 2018 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 (the “Representative”), on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 90 days (the “Lock-up LetterPeriod”) after the date of the prospectus (the “Prospectus”) relating to the Public Offering (the “Public Offering Date”), executed by you in connection with such offering(1) offer, and your request for a [waiver] [release] dated [__________________]pledge, 2019sell, with respect 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 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 “SharesEquity 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 Equity 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 Equity Securities, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement; (B) Common Stock acquired in open market transactions on or after the Public Offering

Pricing Information Provided Orally by Underwriters. Underwritten shares: [Set out key information included in script that will be used by Underwriters to confirm sales--] • Price Option shares: [--] Public offering price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [--] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical· Investor Presentations dated February-March, 2021 Exhibit A Akoya Biosciences, Inc. Pricing Term Sheet Testing the Waters Authorization Letter (To be delivered by Akoya Biosciences, Inc. to X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC via email) [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER --], 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 In reliance on Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalAkoya Biosciences, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. LLC (“BofA Xxxxxxx XxxxxXxxxxx Xxxxxxx”) and its the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is solely administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer’s Chief Financial Officer. The Issuer has advised X.X. Xxxxxx and Xxxxxx Xxxxxxx that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, including communications that are contemplated by this authorization. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx and Xxxxxx Xxxxxxx, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx and Xxxxxx Xxxxxxx to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx and Xxxxxx Xxxxxxx. The Issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its Xxxxxx Xxxxxxx and the affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. of: · [***] Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHAkoya Biosciences, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC [--], 2019 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 Silk Road MedicalAkoya Biosciences, Inc. (the “Company”) of [______---] shares of common stock, $[___] 0.00001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[--], 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________--], 201920[--], with respect to [______--] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l [●] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyShares: [ l [●] Annex B Written Testing-the-Waters Communications [NoneTo come] Xxxxx X Xxxx Xxxx Medical, Inc. Annex C Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER [Form of Testing the Waters Confirmation] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDeciphera Pharmaceuticals, LLC, which is to be converted into Deciphera Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx XxxxxXxxxx Xxxxxxx”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Xxxxx Xxxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Xxxxx Xxxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [•] at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx [•]@xxxxxxxx.xxx and [•] at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[•]@xxx.xxx. Exhibit B [Form of Waiver of Lock-up up] X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalDeciphera Pharmaceuticals, Inc. (the “Company”) of [______] _ shares of common stock, $[___0.01] par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • shares Option Shares: [●] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [●]] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalAnnex C CVRx, Inc. Pricing Term Sheet [Not ApplicableTO COME] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to J.X. Xxxxxx Securities LLC in email or letter form) In reliance on Section 5(d) of Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalCVRx, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”) and its affiliates and their respective employees), and Pxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx Pxxxx Xxxxxxx”), Wxxxxxx Xxxxx & Company, L.L.C. (“Wxxxxxx Xxxxx”) and its their respective affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Each of J.X. Xxxxxx, Pxxxx Xxxxxxx and Wxxxxxx Xxxxx, individually and not jointly, agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx J.X. Xxxxxx, Pxxxx Xxxxxxx and BofA Xxxxxxx Wxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates J.X. Xxxxxx, Pxxxx Xxxxxxx, Wxxxxxx Xxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx J.X. Xxxxxx, Pxxxx Xxxxxxx and BofA Xxxxxxx Wxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Bxxxxxxx Xxxxxxx at bxxxxxxx.x.xxxxxxx@jxxxxxxx.xxx, Nxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxnxxx.xxxxx@xxx.xxx and Sxxxx Xxxxxxxx at SXxxxxxxx@xxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxx Ixxx Xxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxIxxx.Xxxxxxxxx@Xxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. J.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHCVRx, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalCVRx, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalAnnex B-1 Annex C Boot Barn Holdings, Inc. Pricing Term Sheet [Not ApplicableTO COME] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBoot Barn Holdings, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx XxxxxPiper”) and its Xxxxxxxxx LLC (“Jefferies”) and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of each of X.X. Xxxxxx Xxxxxx, Xxxxx and its affiliates Xxxxxxxxx and each of their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Piper and BofA Xxxxxxx Xxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[·], [·] at [·] and [·] at [·] with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx[·], Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx [·] and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[·]. Exhibit B [Form of Waiver of Lock-up up] X.X. XXXXXX SECURITIES LLC XXXXX XXXXXXX LYNCH& CO. XXXXXXXXX LLC Boot Barn Holdings, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalBoot Barn Holdings, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [•] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalAnnex C Passage Bio, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 None. Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalPassage Bio, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”), Gxxxxxx Sxxxx & Co. LLC (“Goldman”) and its affiliates Cxxxx and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen” and, together with J.X. Xxxxxx and Gxxxxxx, the “Representatives”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Operating Officer or Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings). The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Notwithstanding the foregoing, the Issuer will not be required to amend or supplement the Testing-the-Waters Communication with respect to prior recipients to the extent that a copy of the preliminary prospectus relating to the public offering, which eliminates or corrects such untrue statement or omission, is sent to the recipient of such Written Testing-the-Waters Communication once available. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Dxxxx Ke (dxxxx.xx@xxxxxxxx.xxx) at J.X. Xxxxxx, Jxxx Xxxxxxxxx (jxxx.xxxxxxxxx@xx.xxx) at Goldman and Jxxxx Xxxxxx Xxxxx (jxxxx.xxxxxx@xxxxx.xxx) at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxCowen. Exhibit B Form of Waiver of LockFORM OF LOCK-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated _______UP AGREEMENT ___________, 2018 2021 J.X. XXXXXX SECURITIES LLC GXXXXXX SACHS & CO. LLC CXXXX AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 500 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Passage Bio, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Lock-up LetterRepresentatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Passage Bio, Inc., a Delaware corporation (the “Company”), executed by you in connection with such offering, and your request providing for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock the public offering (the “SharesPublic Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 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.

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Offering price per share: $[ l [•] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [•] • Number of Option Shares to be sold by the CompanyShares: [ l [•] Annex B Written Testing-the-Waters Communications [None.] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to [●] in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalMediaAlpha, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC [●] (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxRepresentative”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Representative agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Representative and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Representative a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of Representative banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[email@[●].com], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[●]. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH___, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 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 Silk Road Medicalcertain selling stockholders of MediaAlpha, Inc. (the “Company”) of [______[•]] [[•]] shares of Class A common stock, $[___] 0.01 par value per share (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2023 (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”). [●] hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __, 2023; 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, [●] By: Name: Title: cc: Company Exhibit C Form of Press Release MediaAlpha, Inc. [•], 2023 MediaAlpha, Inc. (“Company”) announced today that [●], 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 ____________________, 2023, 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 D Form of Lock-Up Agreement [•], 20192023 [●] As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o [●] Re: MediaAlpha, Inc. – Secondary Offering Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with respect MediaAlpha, 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 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 [______●] 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 [●] days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), or the expiration of the lock-up entered into in connection with the Company’s initial public offering, whichever is longer (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 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) or Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, 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 “SharesLock-Up Securities”)., (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities 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 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 undersigned further confirms that it has furnished [●] 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 Restricted Period. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l 🌑 ] • per share Number of Underwritten Shares to be sold by the CompanyShares: [ l 🌑 ] • Number of Option Shares to be sold by the CompanyShares: [ l 🌑 ] Annex B Written Testing-the-Waters Communications [None[ 🌑 ] Xxxxx X Xxxx Xxxx MedicalAnnex C Intapp, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 None. Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medicalor in reliance on Rule 163B under the Act, Intapp, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), BofA Securities, Inc. (“Bank of America”) and its affiliates Credit Suisse Securities (USA) LLC (“Credit Suisse”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Bank of America and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Bank of America and its affiliates Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxx at xxxx.xxx@xxxxxxxx.xxx and Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx; Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.xxxxx@xxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxx.xxx, with copies a copy to Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxx.xxx; and Xxxxxxxx Acabbi at xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHBOFA SECURITIES, PIERCEINC. Intapp, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalIntapp, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Initial public offering price per share: $[ l [•] • Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • Number of Option Shares to be sold by the CompanyShares: [ l ] Annex B Written Testing-the-Waters Communications [NoneTesting-the-Waters Presentation dated [•] Xxxxx X Xxxx Xxxx Medical2019] Annex C Form of Opinion of Counsel for the Company [To be provided separately] Exhibit A Testing the Waters Authorization (to be delivered by the Company to X.X. Xxxxxx and BofA Securities, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBRP Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employeesBofA Securities, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Inc. (“BofA Xxxxxxx Xxxxx”, and together with X.X. Xxxxxx, the “Authorized Underwriters”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”)) in the United States. A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, written communications containing only one or more statements specified under Rule 134 under the Act and customary legal or regulatory legends or disclaimers. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it has not itself engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Authorized Underwriters. The Issuer also represents that, as of the date hereof, it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication Communication, when taken together with the prospectus contained in the registration statement of the Issuer that was, at such time, the most recent registration statement of the Issuer that was confidentially submitted or filed with the U.S. Securities and Exchange Commission, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, the Authorized Underwriters to engage in communications in which they could otherwise lawfully engage in the absence of absent this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Austin Rock at xxxxxx.x.xxxx@xxxxxxxx.xxx and Xxxx Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxx.xxxxxx@xxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxxx.xxx@xxxxxxx.xxx, Xxx Xxxxxx at xxx.xxxxxx@xxxxxxxx.xxx and Bruno Stembaum Xxxxxx Xxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up Up] X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHBOFA SECURITIES, PIERCEINC. BRP Group, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l [•], 2019 [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 Silk Road MedicalBRP Group, Inc. (the “Company”) of [______•] shares of Class A common stock, $[___•] par value per share (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________•], 2019, with respect to [______•] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales__] • shares Option Shares: [__] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [__] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalANNEX C 1Life Healthcare, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical1Life Healthcare, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its X.X. Xxxxxx Securities LLC (“Xxxxxx Xxxxxxx”), and the affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing the Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided however, that no such approval shall be required for any written communication that is administrative in nature (i.e. scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and its the affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxxxxxxx at xxxxxx.xxx@xxxx.xxx xxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx and Bruno Stembaum Xxxxxx XxxXxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxx X. Xxxxxxxxx at xxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxxx X. Xxxx at xxxxxx.xxxx@xxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX LYNCH& CO. LLC 1Life Healthcare, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 2020 [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 Silk Road Medical1Life Healthcare, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of shares: [ ] Underwritten Shares to be sold by the Company: plus [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Annex C StepStone Group Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, StepStone Group Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx” and collectively with X.X. Xxxxxx and Xxxxxxx Xxxxx, the “Representatives”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Representatives or the Issuer, neither the Issuer nor any Representative, respectively, will send or give to any potential investor any Written Testing-the-Waters-Communication. The Issuer represents that (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its the Representatives, their affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the ActAct and/or any customary legal or regulatory legends or disclaimers. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ ], with copies a copy to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ ]. Exhibit B [Form of Waiver of Lock-up Up] X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, SACHS & CO. LLC XXXXXX XXXXXXX & XXXXX INCORPORATED Corporation CO. LLC StepStone Group Inc. Public Offering of Class A Common Stock [ l ], 2019 2020 [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 Silk Road Medical, StepStone Group Inc. (the “Company”) of [______] shares of Class A common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; 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, X.X. XXXXXX SECURITIES LLC By: Name: Title XXXXXXX XXXXX & CO. LLC By: Name: Title XXXXXX XXXXXXX & CO. LLC By: Name: Title cc: Company Exhibit C [Form of Press Release] StepStone Group Inc. [Date] StepStone Group Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, the joint book-running managers 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 D FORM OF LOCK-UP AGREEMENT , 2020 X.X. Xxxxxx Securities LLC Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC 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 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: STEPSTONE GROUP INC. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with StepStone Group Inc., a Delaware corporation (the “Company”) and StepStone Group LP, a Delaware limited partnership (“StepStone Group”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company. 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 Class A Common 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 each 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 beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus (the “Public Offering Date”) 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 Class A Common Stock or Class B Common Stock, par value $[ ] per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, “Common Stock”) or any securities convertible into or exercisable or exchangeable for any shares of Common Stock (including without limitation, Common Stock, partnership interests in StepStone Group (“StepStone Group Interests”) 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 vesting, settlement or exercise of a restricted stock unit, option, warrant or other right to purchase shares of Common Stock or StepStone Group Interests) (collectively with the Common Stock and StepStone Group Interests, the “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock, StepStone Group Interests or any other Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, 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 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 any other person) 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, StepStone Group Interests or other securities, in cash or otherwise. The undersigned further confirms that it has furnished each of the Representatives with the details of any ongoing 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 Restricted Period. Notwithstanding the foregoing, the undersigned may:

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalAnnex C SpringWorks Therapeutics, Inc. Pricing Term Sheet [Not ApplicableTo come] Annex C-1 D-1 Form of Opinion of Counsel for the Company [Circulated separately] Annex D-2 Form of Opinion of Intellectual Property Counsel for the Company [Circulated separately] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSpringWorks Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”), Gxxxxxx Sxxxx & Co. LLC (“Goldman”) and its affiliates Cxxxx and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen” and, together with J.X. Xxxxxx and Gxxxxxx, the “Representatives”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Executive Officer or Chief Operating Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Dxxxx Ke (dxxxx.xx@xxxxxxxx.xxx) at J.X. Xxxxxx, Jxxx Xxxxxxxxx (jxxx.xxxxxxxxx@xx.xxx) at Goldman and Jxxxx Xxxxxx Xxxxx (Jxxxx.Xxxxxx@xxxxx.xxx) at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxCowen. Exhibit B Form of Waiver of Lock-up X.X. J.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHGXXXXXX SACHS & CO. LLC SpringWorks Therapeutics, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalSpringWorks Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • Number of Underwritten Shares to be sold by the CompanyADSs: [ l ] • Number of Option Shares to be sold by the CompanyADSs: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. ANNEX C Molecular Partners AG Pricing Term Sheet [Not ApplicableNone.] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. Molecular Partners AG (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), SVB Leerink LLC (“SVB Leerink”), Xxxxx and Company, LLC (“Cowen”), Xxxxxx & Co U.S.A., Inc. (“Xxxxxx & Co”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and BofA Xxxxxxx Xxxxx & Co in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and BofA Xxxxxxx Xxxxx & Co and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and its affiliates & Co and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and BofA Xxxxxxx Xxxxx & Co a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Xx at xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxxxxx.xxx, Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, xxxxxx.xxxxx@xxxxx.xxx with copies to Xxxxx Xxxxxx Xxxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxXxxxxxx.Xxxxxxx@xxxxxx.xxx with copies to xxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHSVB LEERINK LLC XXXXX AND COMPANY, PIERCE, XXXXXX & XXXXX INCORPORATED LLC Corporation Public Offering of Common Stock [ l ]American Depositary Shares , 2019 2021 [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 Silk Road Medical, Inc. Molecular Partners AG (the “Company”) of [______] shares of common stock_ American Depositary Shares, $[representing ___] par __ com-mon shares with a nominal value of CHF 0.10 each (the “Common Stock”), Shares’) of the Company (the “ADSs”) and the lock-up letter dated dated__________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 20192021, with respect to [______] shares of Common Stock (the “Shares”)_ ADSs.

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number The number of Underwritten Shares to be sold purchased by the Company: Underwriters is [ l ] • Number ]. The number of Option Shares to be sold by the Company: is [ l ] ]. The public offering price per share is $[ ]. Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Investor presentation dated August 2020 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDyne Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) Xxxxxxxxx LLC and its affiliates and their respective employeesemployees (“Jefferies”), Xxxxx Xxxxxxx & Co. and its affiliates and their respective employees (“Piper”) and Xxxxxx, Xxxxxxxx & Company, Incorporated and its affiliates and their respective employees (“Stifel”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timeunder which they were made, not misleading, the Issuer will promptly notify X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, Jefferies and BofA Xxxxxxx Xxxxx its affiliates and their respective employees, Piper and its affiliates and their respective employees and Stifel and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx xxxx.xxxxx@xxx.xxx and Nick Oust at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx@xxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHXXXXXXXXX LLC Dyne Therapeutics, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalDyne Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. Price Per Share: [Set out key information included in script that will be used by Underwriters to confirm sales·] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares to be sold by the CompanyShares: [ l [·] Annex B Written Testing-the-Waters Communications Company Presentation, first used September 2, 2019 Annex C [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Reserved]. EGC — Testing the Waters Authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalHeartland Bancorp, Inc. (the “Issuer”) hereby authorizes Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications (“Testing-the-Waters Communications”) with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (the “Testing-the-Waters CommunicationsOffering”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify KBW and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication Communication, there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify KBW and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [·] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares to be sold by the CompanyShares: [ l [·] Annex B Written Testing-the-Waters Communications [None.] Xxxxx X Xxxx Xxxx MedicalAnnex C Kala Pharmaceuticals, Inc. Pricing Term Sheet [Not ApplicableTo come, if applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC — Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx and Xxxxxxx Xxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalKala Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & and Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Xxxxxxx Xxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx [ ] and [ ] at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ ]. Exhibit B Form of Waiver Press Release Kala Pharmaceuticals, Inc. [Date] Kala Pharmaceuticals, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the lead book-running managers in the Company’s recent public sale of Lock[·] shares of common stock, are [waiving] [releasing] a lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHrestriction 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 , PIERCE20 , XXXXXX & XXXXX INCORPORATED Corporation 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 C Kala Pharmaceuticals, Inc. Public Offering of Common Stock [ l ], 2019 2017 [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 Silk Road MedicalKala Pharmaceuticals, Inc. (the “Company”) of [______] shares of common stock, $[___·] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192017, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price The price per share: share of the Company’s Common Stock is $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ].] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. . Annex B-1 Annex C Pricing Term Sheet [Not Applicable] None. Annex C-1 Annex D-1 Form of Opinion of Counsel for the Company [Circulated separately] Xxxxx X-0 Form of Intellectual Property Opinion of Counsel for the Company [Circulated separately] Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Form of Testing the Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalPenumbra, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its each of their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its each of their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxx Xxxxxxx, X.X. Xxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx and Xxxxxx Xxx, Xxxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.xxx@xxxx.xxx, with copies to Xxxxx Xxxxxx Xxxxx, Xxxxxxx Procter LLP at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx@xxxxxxxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Penumbra, Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalPenumbra, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; 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 X.X. Xxxxxx Securities LLC Representative] [Name of X.X. Xxxxxx Securities LLC Representative] [Signature of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Representative] [Name of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Representative] cc: Company Exhibit C Form of Press Release Penumbra, Inc. [Date] Penumbra, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the 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. 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 D FORM OF LOCK-UP AGREEMENT , 2015 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED 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, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Penumbra, 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 Penumbra, 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 the Representatives on behalf of the Underwriters, the undersigned will not, during the period (the “Restricted Period”) ending one hundred and eighty (180) days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (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, in each case, as currently held or hereafter acquired, (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. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • 26.00 per share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 10,500,000 Number of Option Shares to be sold by the CompanyShares: [ l ] 1,575,000 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalInvestor presentation, dated February 2021. Investor presentation, dated June 2021. Annex C Intapp, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 None. Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medicalor in reliance on Rule 163B under the Act, Intapp, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), BofA Securities, Inc. (“Bank of America”) and its affiliates Credit Suisse Securities (USA) LLC (“Credit Suisse”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Bank of America and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Bank of America and its affiliates Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxx at xxxx.xxx@xxxxxxxx.xxx and Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx; Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.xxxxx@xxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxx.xxx, with copies a copy to Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxx.xxx; and Xxxxxxxx Acabbi at xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCHBOFA SECURITIES, PIERCEINC. Intapp, XXXXXX & XXXXX INCORPORATED Corporation Inc. Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalIntapp, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None●] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx and Xxxxxxx Xxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalEvolent Health, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employeesXxxxxxx, and Xxxxxxx Lynch, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. (“BofA Xxxxxxx Xxxxx”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx X. Smart at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.x.xxxxx@xxxxxxxx.xxx and to [●] at [●], with copies to Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 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 Silk Road MedicalEvolent Health, Inc. (the “Company”) of [______●] shares of Class A common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[●], 2018 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________●], 20192015, with respect to [______●] shares of Common Stock (the “Shares”).

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Public Offering Price per sharePer Share: $[ l ] • 29.00 Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l ] • 6,896,552 Number of Option Shares to be sold by the CompanyShares: [ l ] 1,034,482 Annex A-1 Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 . Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalRubius Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Guggenheim Securities, LLC (collectively, the “X.X. XxxxxxBookrunners”) ), and its each of their respective employees and affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Bookrunners and its each of their respective employees and affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxxxx@xxxxxxxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxXxx.Xxxxx@xxxxxxxxxxxxxxxxxx.xxx. Exhibit B Form of Waiver of LockFORM OF LOCK-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation Public Offering of Common Stock [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated _UP AGREEMENT _________________, 2018 (2021 X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Guggenheim Securities, LLC As Representatives of the “Lock-up Letter”)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, executed by you in connection with such offeringXxx Xxxx 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Rubius Therapeutics, Inc. --- Public Offering Ladies and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Gentlemen:

Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm salesPublic offering price per Share: [ 🌑 ] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l 🌑 ] • Number of Option Shares to be sold by the CompanyShares: [ l 🌑 ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx MedicalReference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act. Annex B Annex C Ceridian HCM Holding Inc. Pricing Term Sheet [Not ApplicableTO COME] Annex C-1 C Annex D Form of Opinion of Counsel for the Company [TO COME] Annex D Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER EGC – Testing the waters authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended 1933 (the “Act”), Silk Road Medical, Ceridian HCM Holding Inc. (the “Issuer”) hereby authorizes Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and their affiliates and respective employees (“X.X. XxxxxxAuthorized Persons”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Testing the Waters Communications”). A “Written Testing-the-Waters Communication” means As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer, Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, neither the Issuer nor any Testing-the-Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication within the meaning of communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the ActAct (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Securities LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Securities LLC a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ 🌑 ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ 🌑 ], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ 🌑 ]. Exhibit B Form of Waiver of Lock-up X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Corporation CERIDIAN HCM HOLDING INC. Public Offering of Common Stock [ l ], 2019 🌑 ] [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 Silk Road Medical, Ceridian HCM Holding Inc. (the “Company”) of [______[ 🌑 ] shares of common stock, $[___[ 🌑 ] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________April [ 🌑 ], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________[ 🌑 ], 2019, with respect to [______[ 🌑 ] shares of Common Stock (the “Shares”).. Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [ 🌑 ]; 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 Ceridian HCM Holding Inc. [ 🌑 ] Ceridian HCM Holding Inc. (“Company”) announced today that Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, the lead book-running managers 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 [ 🌑 ], 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 D FORM OF LOCK-UP AGREEMENT April [ 🌑 ], 2018 XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Ceridian HCM Holding 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 Ceridian HCM Holding 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 Xxxxxxx Xxxxx & 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 “Letter Agreement”) and ending 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, $0.01 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. The foregoing paragraph shall not apply to: