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

Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 4,750,000 Price to Public: $24.00 per share Underwriting Discounts and Commissions: $1.44 per share ANNEX D Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT , 2015 Leerink Partners LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Intra-Cellular Therapies, 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 Intra-Cellular Therapies, 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, $0.0001 per share par value (the “Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the final 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), 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. Number of Underwritten Shares: 4,750,000 5,000,000 Option Shares: 750,000 Public Offering Price to Publicper Share: $24.00 per share Underwriting Discounts 20.00 Annex B Pricing Term Sheet None. Annex C-1 Form of Opinion of Counsel for the Company In the form agreed upon by the Underwriters and Commissions: $1.44 per share ANNEX the Company. Annex C-2 Form of Opinion of IP Counsel for the Company In the form agreed upon by the Underwriters and the Company. Annex D Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Matesup Parties Avalon Ventures VIII, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. XxxxxxxxL.P. Xxxx XxXxx Avalon Ventures X, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • L.P. Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital CompanyOrbiMed Private Investments IV, LLC • LP Xxxxx Xxxxx • Xxxxxxxxxxx X. TPG Biotechnology Partners III, L.P. Xxxxxx Xxxxx as Trustee of The Xxx Xxxxxxx Xxxxxx Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxx Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xxxxxxxxx Xxxxxx Family Trust • New Ventures I, LLC Xxxxxx Exhibit A FORM OF TTW AUTHORIZATION LETTER None. Exhibit B FORM OF LOCK-UP AGREEMENT December , 2015 Leerink Partners LLC Xxxxx and CompanyXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o Leerink Partners LLC 0000 Merrill Lynch, Pierce, Xxxxxx xx xxx Xxxxxxxx, 00xx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: Intra-Cellular TherapiesOtonomy, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Intra-Cellular TherapiesOtonomy, 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 $0.0001 0.001 per share par value (the “Common Stock”) ), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx and CompanyIncorporated (“BAML”), LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 90 days (the “Lock-up Period”) after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “ProspectusPublic Offering Date”), (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 including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Equity Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesEquity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common StockEquity Securities, in each case other than: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 Date; (C) transfers of Common Stock as a bona fide gift or gifts; (D) transfers of Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned, or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned; (E) transfers of Common Stock by will or intestate succession upon the death of the undersigned; (F) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers of Common Stock (i) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (ii) as part of a distribution without consideration by the undersigned to stockholders, beneficiaries, partners, members or other equity holders; provided that in the case of any transfer contemplated in clauses (C), (D), (E) or (F) above, each donee, heir, distributee or other transferee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph, and provided, further, that in the case of any transfer contemplated in clauses (B) (C), (D), (E) or (F) above, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period); (G) the “net” or “cashless” exercise of options to purchase Common Stock or settlement of restricted stock units pursuant to the Company’s equity incentive plans or of warrants to purchase Equity Securities, or the exchange or conversion of any Equity Securities convertible or exchangeable for Common Stock granted pursuant to the Company’s equity incentive plans, in each case which equity incentive plans and warrants are described in the Prospectus, provided that any exercise or settlement does not involve a sale of Equity Securities to any person or entity other than the Company, whether to cover the applicable exercise price, withholding tax obligation or otherwise, provided, further, that the Equity Securities received upon such exercise, settlement, ex-

Pricing Information Provided Orally by Underwriters. Number The public offering price per share for the Shares is $39.00. The number of Underwritten Shares: 4,750,000 Price Shares purchased by the Underwriters from the Company is 18,000,000 shares. The number of Option Shares to Public: $24.00 per share Underwriting Discounts and Commissions: $1.44 per share be sold by the Company at the option of the Underwriters is up to 2,700,000 shares. ANNEX D Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers • B -1 FORM OF OPINION OF XXXXXX & XXXXXXX LLP [Attached] June 19, 2020 X.X. XXXXXX SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC BOFA SECURITIES, INC. DEUTSCHE BANK SECURITIES INC. BTIG, LLC CITIZENS CAPITAL MARKETS, INC. FIFTH THIRD SECURITIES, INC. XXXXXXX XXXXX & CO. LLC KEYBANC CAPITAL MARKETS INC. MACQUARIE CAPITAL (USA) LLC XXXXXX, XXXXXXXX & COMPANY, INCORPORATED SUNTRUST XXXXXXXX XXXXXXXX, INC. UNION GAMING SECURITIES, LLC c/o X.X. Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Securities LLC 000 Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital CompanyXxxx, Xxx Xxxx 00000 c/o Credit Suisse Securities (USA) LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx GenerationEleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT , 2015 Leerink Partners LLC Xxxxx and Company, LLC 0000 As Representatives representatives (the “Representatives”) of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Intra-Cellular TherapiesEldorado Resorts, 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 Intra-Cellular Therapies, 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, $0.0001 per share par value (the “Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the final 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), 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. Number of Underwritten Shares: 4,750,000 6,900,000 Price to Public: $24.00 43.50 per share Underwriting Discounts and Commissions: $1.44 2.175 per share ANNEX Annex D Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT , 2015 Leerink Partners LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Intra-Cellular Therapies, 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 Intra-Cellular Therapies, 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, $0.0001 per share par value (the “Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 60 days after the date of the final 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

Pricing Information Provided Orally by Underwriters. Public Offering Price Per Share: $11.50 Number of Underwritten Shares Purchased by the Underwriters: 5,250,000 Number of Option Shares: 4,750,000 Price to Public: $24.00 per share Underwriting Discounts and Commissions: $1.44 per share ANNEX D 787,500 Annex B Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate EquitiesNone. Annex C Pricing Term Sheet Kaleido Biosciences, Inc. • Xxxx X. 5,250,000 Shares of Common Stock Issuer: Kaleido Biosciences, Inc. Symbol: KLDO (Nasdaq Global Select Market) Size (Pre-Greenshoe): $60,375,000 Total Underwritten Shares Offered by Issuer: 5,250,000 shares of common stock Option Shares Offered by Issuer: 787,500 shares of common stock Price Per Share to Public: $11.50 Trade Date: February 4, 2021 Closing Date: February 8, 2021 CUSIP No: 483347 100 Underwriters: Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, & Co. LLC Xxxxx Xxxxxxx & Co. Canaccord Genuity LLC Annex C Exhibit A A-1 FORM OF LOCK-UP AGREEMENT FOR STOCKHOLDER ENTITIES AFFILIATED WITH FLAGSHIP PIONEERING, 2015 Leerink Partners INC. ___________________, 2021 Xxxxxx Xxxxxxx & Co. LLC Xxxxx and Company, LLC Xxxxxxx & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto to the Underwriting Agreement referred to below c/o Leerink Partners Morgan Xxxxxxx & Co. LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxxxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, LLC Xxxxx Xxxxxxx & Co. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxx Xxxx, XX Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Re: Intra-Cellular TherapiesKaleido Biosciences, 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 Intra-Cellular Therapies, 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, $0.0001 per share par value (the “Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the final 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), 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. Number of Underwritten Shares: 4,750,000 10,000,000 Price to Public: $24.00 29.50 per share Underwriting Discounts and Commissions: $1.44 1.77 per share ANNEX D Written Testing-the-Waters Communications None ANNEX E Annex B Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx • Xxxxxx Xxxxxx, Ph.D. M.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. Xxxxxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx X. Xxxxx • Xxxxxx X. Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxxxxxxx X. Xxxxx Family Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT January [●], 2015 2020 X.X. Xxxxxx Securities LLC SVB Leerink Partners LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners X.X. Xxxxxx Securities LLC 0000 000 Xxxxxxx Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, SVB Leerink LLC 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxXxxxxx, XX Xxxxxxxxxxxxx 00000 Re: Intra-Cellular Therapies, Inc. — Follow-on Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Intra-Cellular Therapies, 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, $0.0001 per share par value (the “Common Stock”) ), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Companythe Representatives, LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), 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. Number of Underwritten Shares: 4,750,000 9,677,419 Price to Public: $24.00 15.50 per share Underwriting Discounts and Commissions: $1.44 0.93 per share ANNEX Annex D Written Testing-the-Waters Communications None ANNEX E Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxx Xxxxxxx Xxxxxxxx • Xxxxxx X. Xxxxxxxx, Ph.D. • Xxxx X. Xxxxxxx • Xxxxxxxx X. XxxxxxxxXxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. • Xxxxxxx Xxxxxxxx Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT , 2015 2017 X.X. Xxxxxx Securities LLC Leerink Partners LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Leerink Partners X.X. Xxxxxx Securities LLC 0000 000 Xxxxxxx Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX Xxxx 00000 Re: Intra-Cellular Therapies, Inc. — Follow-on 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 Intra-Cellular Therapies, 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, $0.0001 per share par value (the “Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Leerink Partners LLC and Xxxxx and Company, X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period ending 90 60 days after the date of the final 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), 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: