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

Pricing Information Provided Orally by Underwriters. Price per Share to the public: $4.500 Number of Shares Offered: 16,000,000 EXHIBIT A-I Subsidiaries EXHIBIT B Lock-Up Agreement ___________ ___, 2019 UBS Securities LLC As representative of the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), with respect to the public offering (the “Offering”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, or (d) if the undersigned is a corporation, partnership or other business entity, as a distribution to limited partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned) or (e) to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); provided that in the case of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a Lock-Up Agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLC, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. The undersigned hereby submits to the exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, Name: EXHIBIT C OFFICERS’ CERTIFICATE Each of the undersigned, Xxxxx Xxxxx, President and Chief Executive Officer of Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxxxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g) of that certain Underwriting Agreement, dated [__], 2019 (the “Underwriting Agreement”), between the Company and UBS Securities LLC, as representative of the several Underwriters named therein, , that as of [___], 2019:

Pricing Information Provided Orally by Underwriters. Price per Share to the publicnumber of offered shares: 3,492,595 • purchase price: $4.500 Number of Shares Offered35.79 • aggregate net proceeds: 16,000,000 EXHIBIT A$124,999,975 Exhibit A FORM OF LOCK-I Subsidiaries EXHIBIT B Lock-Up Agreement ___________ ___UP AGREEMENT , 2019 UBS 2006 J.X. Xxxxxx Securities LLC As representative of the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas Inc. 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Re: Denbury Resources Inc. — Public Offering Ladies and Gentlemen: This Lock-Up Agreement is being delivered The undersigned understands that you, as the Underwriter (the “Underwriter”), propose to you in connection with the proposed enter into an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping Holdings, with Denbury Resources Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), with respect to providing for the public offering (the “Public Offering”) by you of common stockCommon Stock, $0.001 par value 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 Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period ending 75 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.0001 0.001 par value per share, of the Company (the “Common Stock”). In order ) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to induce you to enter into the Underwriting Agreement, be beneficially owned by the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement accordance with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and securities which may be issued upon exercise of a stock option or warrant) or (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii2) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, or (d) if the undersigned is a corporation, partnership or other business entity, as a distribution to limited partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned) or (e) to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); provided that in the case of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a Lock-Up Agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersignedotherwise. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLCthe Underwriter, it will not, during the period ending 75 days after the date of the Prospectus, make any demand for, for or exercise any right with respect to, the registration of any shares of Common Stock or any securities security convertible into or exercisable or exchangeable for Common Stock, . The restrictions set forth in the immediately preceding paragraph shall not apply with respect to sales or warrants or other rights to purchase transfers of Common Stock by any officer or director of the Company, so long as the aggregate number of shares of Common Stock sold or transferred pursuant to this paragraph and similar paragraphs in other letter agreements substantially similar to this Letter Agreement since the date of the Underwriting Agreement is less than or equal to 200,000 shares, and provided that such officer or director shall pre-clear any such securitiessale or transfer with either Gxxxxx Xxxxxxx or Pxxx Xxxxxxx. 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 confirms represents and warrants that the undersigned has not, directly full power and authority to enter into this Letter Agreement. All authority herein conferred or indirectly, taken, agreed to be conferred and hereby covenants that any obligations of the undersigned will notshall be binding upon the successors, directly assigns, heirs or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation personal representatives of the price of any security of the Company to facilitate the sale or resale of shares of Common Stockundersigned. The undersigned hereby authorizes understands that, if the Company Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and its transfer agent, during delivery of the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holderbe sold thereunder, the undersigned hereby agrees to cause such record holder to authorize shall be released form all obligations under this Letter Agreement. The undersigned understands that the Company Underwriters are entering into the Underwriting Agreement and its transfer agent, during proceeding with the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securitiesPublic Offering in reliance upon this Letter Agreement. This Lock-Up Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. The undersigned hereby submits , without regard to the exclusive jurisdiction conflict of the federal and New York State courts located in The City of New York (and appellate courts laws principles thereof) in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby. Very truly yours, and irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT [NAME OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, STOCKHOLDER] By: Name: EXHIBIT C OFFICERS’ CERTIFICATE Each of the undersigned, Title: DIRECTORS AND OFFICERS TO BE SUBJECT TO LOCK-UP AGREEMENT Rxxxxx X. Xxxxxx Dxxxx X. Hxxxxxx Gxxx XxXxxxxxx Gxxxxx Xxxxxxx Rxxxx Xxxxx Xxxxx, President and Chief Executive Officer of Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxxxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g) of that certain Underwriting Agreement, dated [__], 2019 (the “Underwriting Agreement”), between the Company and UBS Securities LLC, as representative of the several Underwriters named therein, , that as of [___], 2019:Xxxxxxx F. Xxxxxxxxx Dxxxxx X. Xxxx

Pricing Information Provided Orally by Underwriters. Price per Share share to the public: $4.500 4.50 Number of Shares Offeredto be sold: 16,000,000 EXHIBIT A-I Subsidiaries EXHIBIT B 7,777,778 Exhibit A Form of Lock-Up Agreement ___________ ___May , 2019 UBS Securities LLC As representative of the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas 2018 CANTOR XXXXXXXXXX & CO. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping HoldingsVerastem, Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”)Agreement, with respect to the public offering (the “Offering”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 60 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLCthe Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters (as defined in the Underwriting Agreement) in the Offering, ; (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, ; (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, or ; (d) if dispositions to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned is and/or the immediate family of the undersigned, provided that such entity agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (e) dispositions by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a corporationmember of the immediate family of the undersigned, partnership or other business entity, as a distribution provided the recipient thereof agrees in writing with the Underwriters to limited be bound by the terms of this Lock-Up Agreement; (f) distributions to partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned, provided that each distributee agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (g) the exercise of options to purchase Common Stock outstanding as of the date hereof or (e) granted under equity incentive plans in effect as of the date hereof or described in the registration statement filed with the Commission with respect to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); Offering, provided that in the case underlying Common Stock continues to be subject to the terms of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a this Lock-Up Agreement substantially in the form of this agreement and (ii) that no filing under Section 16(a) of the Exchange Act, Act reporting a reduction in beneficial ownership of shares disposition of Common Stock, Stock to satisfy the exercise price and/or tax withholding obligations shall be required or shall be voluntarily made in connection with such exercise; (h) the repurchase of Common Stock by the Company in connection with termination of the undersigned’s employment with the Company; (i) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other dispositions of Common Stock during the Lock-Up Period and no public announcement or public disclosure of entry into such plan is made or required to be made during the Lock-up Period; or (j) transactions relating to Common Stock acquired in open market transactions after the completion of the Offering, provided that no filing under the Exchange Act reporting a reduction in beneficial ownership of Common Stock by the undersigned shall be required or shall be voluntarily made in connection with such transactions. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior written consent of the Representative, dispose of shares of Common Stock so that the Company may retain and withhold from delivery to the undersigned that number of shares of Common Stock having a fair market value equal to the amount the Company has determined is required for satisfaction of any tax withholding obligations pursuant to any restricted stock unit award under any incentive plan of the Company at any time, provided that (w) the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (x) the Company becomes the owner of the disposed shares of Common Stock, (y) (i) no filing by any person under the Exchange Act or other public disclosure of such disposal of shares shall be made other than any required filing by any person under the Exchange Act or other public disclosure required to be made by law or regulation (including, without limitation, any required Section 16 filing) in connection with such disposal of shares and (ii) any such required filing or other public disclosure on a Form 4 titled Statement of Changes in Beneficial Ownership of Securities shall disclose the payment of tax liability by delivering or withholding shares through the applicable transaction code in Column 3 of Table I of such Form 4 and a footnote indicating that the undersigned’s shares of Common Stock are subject to a lock-up agreement with the underwriters of the Offering, and, provided further, that the undersigned has provided the Representative with written notice of such required filing or other public disclosure at least two business days prior to any such filing or other public disclosure, and (z) the aggregate number of shares of Common Stock disposed pursuant to this paragraph by all officers and directors of the Company during the Lock-Up Period who are subject to a lock-up agreement with the underwriters of the Offering shall not exceed $25,000. If the undersigned is an officer or director of the Company, the undersigned further agrees that all of the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock that the undersigned may purchase in the offering. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLCthe Representative, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. The undersigned hereby submits to the exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn withdrawn, (iii) the Underwriting Agreement does not become effective on or prior to May 31, 2018, or (iiiiv) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly* * * Very truly yours, (Name: EXHIBIT C OFFICERS) (Address) Exhibit B Officers’ CERTIFICATE Certificate Each of the undersigned, Xxxxx XxxxxXxxxxx Xxxxxxxxx, LL.B., President and Chief Executive Officer of Concrete Pumping HoldingsVerastem, Inc., a Delaware corporation (the “Company”), and Xxxx XxxxxxxxxXxxxx X. Xxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify in his respective capacity as an officer of the Company and not as an individual, pursuant to Section 6(g6(h) of that certain Underwriting AgreementAgreement dated May 16, dated [__], 2019 2018 (the “Underwriting Agreement”), between ) among the Company and UBS Securities LLCand, as representative on behalf of the several Underwriters named therein, Cantor Xxxxxxxxxx & Co., that as of [___]May 18, 20192018:

Pricing Information Provided Orally by Underwriters. Price per Share to the public: $4.500 [_____] Number of Shares Offered: 16,000,000 [______] EXHIBIT A-I Subsidiaries EXHIBIT B Lock-Up Agreement ___________ ___, 2019 UBS Securities LLC As representative of the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), with respect to the public offering (the “Offering”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, or (d) if the undersigned is a corporation, partnership or other business entity, as a distribution to limited partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned) or (e) to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); provided that in the case of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a Locklock-Up Agreement up agreement substantially in the form of this agreement Lock-Up Agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLC, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. The undersigned hereby submits to the exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, Name: EXHIBIT C OFFICERS’ CERTIFICATE Each of the undersigned, Xxxxx Xxxxx, President and Chief Executive Officer of Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxxxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g) of that certain Underwriting Agreement, dated [__], 2019 (the “Underwriting Agreement”), between the Company and UBS Securities LLC, as representative of the several Underwriters named therein, , that as of [___], 2019:

Pricing Information Provided Orally by Underwriters. Price per Share The public offering price as to each investor shall be the public: $4.500 price paid by each investor. Number of Shares Offered: 16,000,000 4,800,000 EXHIBIT A-I Subsidiaries EXHIBIT B A Lock-Up Agreement ___________ ___[·], 2019 UBS Securities LLC As representative of the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas 2017 Cantor Xxxxxxxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping HoldingsNeos Therapeutics, Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”)Agreement, with respect to the public offering (the “Offering”) of common stock, par value $0.0001 0.001 per share, of the Company (the “Common Stock”). In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLCCantor Xxxxxxxxxx & Co. (“Cantor”), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoingforegoing (collectively, the “Lock-Up Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoingLock-Up Securities, whether any such transaction is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters (as defined in the Underwriting Agreement) in the Offering, (b) bona fide gifts, provided transactions relating to shares of Common Stock or other securities acquired in the recipient thereof agrees in writing with open market after the Underwriters to be bound by completion of the terms of this Lock-Up AgreementOffering, (c) bona fide gifts by the undersigned, (d) dispositions to an immediate family member or any trust for the direct or indirect benefit of the undersigned and/or the an immediate family member of the undersigned or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or one or more immediate family members of the undersigned, (e) transfers of Common Stock or any security convertible into or exercisable for Common Stock upon death by will or intestate succession, (f) securities transferred to one or more affiliates of the undersigned and distributions of securities to partners, members or stockholders of the undersigned, (g) the surrender or forfeiture of Common Stock or other securities of the Company to the Company to satisfy (i) tax withholding obligations upon exercise or vesting or (ii) the exercise price upon a cashless net exercise, in each case, of stock options, equity awards, warrants or other right to acquire Common Stock described in the Registration Statement (as defined in the Underwriting Agreement) or pursuant to the Company’s equity incentive plans, (h) the exercise of any option, warrant or other rights to acquire Common Stock, the settlement of any stock-settled stock appreciation rights, restricted stock or restricted stock units or the conversion of any convertible security into Common Stock, (i) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such trust plan does not provide for any sale or other dispositions of Common Stock during the Lock-Up Period and no filing under the Exchange Act or public announcement is made or required to be made by or on behalf of the undersigned or the Company regarding the establishment of such plan or (j) the transfer of shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) in connection with any such transaction, or vote any securities in favor of any such transaction) provided that in the event that the tender offer, merger, consolidation or other such similar transaction is not completed, the Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) owned by the undersigned shall remain subject to the restrictions contained in this agreement; provided, however, that (v) in the case of any transfer or disposition pursuant to the foregoing clause (b) no filing under the Exchange Act or public announcement is made or required to be made by or on behalf of the undersigned (other than a filing on a Form 5 made after the expiration of the Lock-Up Period or any required beneficial ownership filings under Section 13 of the Exchange Act); (w) in the case of any transfer or disposition pursuant to any of the foregoing clauses (c) through (f) no filing under the Exchange Act or public announcement is made or required to be made by or on behalf of the undersigned (other than a filing on a Form 5 made after the expiration of the Lock-Up Period); (x) in the case of any transfer or disposition pursuant to any of the foregoing clauses (g) through (h) no filing under the Exchange Act or public announcement is made reporting a reduction in the undersigned’s beneficial ownership by or on behalf of the undersigned or the Company, or in the case of any transfer or disposition pursuant to the foregoing clause (g) any filing required to be made under the Exchange Act clearly indicates that such transfers or dispositions are related to the satisfaction of tax withholding obligations or cashless net exercise, as the case may be (y) in the case of any transfer or disposition pursuant to any of the foregoing clauses (c) through (f), (i) each transferee, distributee or recipient of the Common Stock transferred, distributed or disposed of agrees in writing with the Underwriters to be bound by the same restrictions in place for the undersigned pursuant to this Lock-Up Agreement for the duration that such restrictions remain in effect at the time of such transfer, distribution or disposition and executes and delivers to Cantor a lock-up agreement in the form of this Lock-Up Agreement, and (ii) any such transfer or distribution shall not involve a disposition for value; and (z) in the case of the exercise of any option, warrant or other right to acquire Common Stock pursuant to the foregoing clause (h), the Common Stock underlying such option, warrant or other right, and all other Common Stock and other securities subject to the terms of this Lock-Up Agreement continue to be subject to the terms of this Lock-Up Agreement, or (d) if the undersigned is a corporation, partnership or other business entity, as a distribution to limited partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned) or (e) to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); provided that in the case of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a Lock-Up Agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, fatherparent, motherstepparent, brother sibling, stepsibling, nephew or sister niece of the undersigned, including any such relationship by fact of legal adoption. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLCCantor, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the Offering, except for any such rights as have been heretofore duly exercised. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. The undersigned hereby submits to the exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or withdrawn, (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), or (iv) the Underwriting Agreement does not become effective on or prior to July 31, 2017, this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, Legal Name: By: Name: Title: Print Address: XXXXXXX X-0 [Form of Xxxxxxx Procter LLP opinion and 10b-5 negative assurance letter] EXHIBIT C B-2 [Form of Xxxxx Xxxxx, LLP opinion] EXHIBIT C-1 [Form of Hunton & Xxxxxxxx LLP opinion and 10b-5 negative assurance letter] EXHIBIT C-2 [Form of DLA Piper LLP (US) opinion] EXHIBIT D OFFICERS’ CERTIFICATE Each of the undersigned, Xxxxx XxxxxX. Xxxx, President and Chief Executive Officer of Concrete Pumping HoldingsNeos Therapeutics, Inc., a Delaware corporation (the “Company”), and Xxxx XxxxxxxxxXxxxxxx X. Xxxxxxxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g6(h) of that certain Underwriting Agreement, Agreement dated [__·] [·], 2019 2017 (the “Underwriting Agreement”), ) between the Company and UBS Securities LLCand, as representative on behalf of the several Underwriters named therein, Cantor Xxxxxxxxxx & Co., that as of [___·] [·], 20192017:

Pricing Information Provided Orally by Underwriters. Price per Share The public offering price as to each investor shall be the public: $4.500 price paid by each investor. Number of Shares Offeredto be sold: 16,000,000 EXHIBIT A-I Subsidiaries EXHIBIT B 8,422,877 Exhibit A Form of Lock-Up Agreement ___________ ___December , 2019 UBS Securities 2017 BTIG, LLC 000 Xxxxxxxxxx Xxxxxx, 6th Floor San Francisco, CA 94111 As representative Representative of the other Several Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping HoldingsVerastem, Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”)Agreement, with respect to the public offering (the “Offering”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLCthe Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters (as defined in the Underwriting Agreement) in the Offering, ; (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, ; (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, or ; (d) if dispositions to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned is and/or the immediate family of the undersigned, provided that such entity agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (e) dispositions by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a corporationmember of the immediate family of the undersigned, partnership or other business entity, as a distribution provided the recipient thereof agrees in writing with the Underwriters to limited be bound by the terms of this Lock-Up Agreement; (f) distributions to partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned, provided that each distributee agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (g) the exercise of options to purchase Common Stock outstanding as of the date hereof or (e) granted under equity incentive plans in effect as of the date hereof or described in the registration statement filed with the Commission with respect to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); Offering, provided that in the case underlying Common Stock continues to be subject to the terms of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a this Lock-Up Agreement substantially in the form of this agreement and (ii) that no filing under Section 16(a) of the Exchange Act, Act reporting a reduction in beneficial ownership of shares disposition of Common Stock, Stock to satisfy the exercise price and/or tax withholding obligations shall be required or shall be voluntarily made in connection with such exercise; (h) the repurchase of Common Stock by the Company in connection with termination of the undersigned’s employment with the Company; (i) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other dispositions of Common Stock during the Lock-Up Period and no public announcement or public disclosure of entry into such plan is made or required to be made during the Lock-up Period; or (j) transactions relating to Common Stock acquired in open market transactions after the completion of the Offering, provided that no filing under the Exchange Act reporting a reduction in beneficial ownership of Common Stock by the undersigned shall be required or shall be voluntarily made in connection with such transactions. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior written consent of the Representative, dispose of shares of Common Stock so that the Company may retain and withhold from delivery to the undersigned that number of shares of Common Stock having a fair market value equal to the amount the Company has determined is required for satisfaction of any tax withholding obligations pursuant to any restricted stock unit award under any incentive plan of the Company at any time, provided that (w) the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (x) the Company becomes the owner of the disposed shares of Common Stock, (y) (i) no filing by any person under the Exchange Act or other public disclosure of such disposal of shares shall be made other than any required filing by any person under the Exchange Act or other public disclosure required to be made by law or regulation (including, without limitation, any required Section 16 filing) in connection with such disposal of shares and (ii) any such required filing or other public disclosure on a Form 4 titled Statement of Changes in Beneficial Ownership of Securities shall disclose the payment of tax liability by delivering or withholding shares through the applicable transaction code in Column 3 of Table I of such Form 4 and a footnote indicating that the undersigned’s shares of Common Stock are subject to a lock-up agreement with the underwriters of the Offering, and, provided further, that the undersigned has provided the Representative with written notice of such required filing or other public disclosure at least two business days prior to any such filing or other public disclosure, and (z) the aggregate number of shares of Common Stock disposed pursuant to this paragraph by all officers and directors of the Company during the Lock-Up Period who are subject to a lock-up agreement with the underwriters of the Offering shall not exceed $25,000. If the undersigned is an officer or director of the Company, the undersigned further agrees that all of the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock that the undersigned may purchase in the offering. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLCthe Representative, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York. The undersigned hereby submits to the exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. * * * If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn withdrawn, (iii) the Underwriting Agreement does not become effective on or prior to January 31, 2018, or (iiiiv) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly* * * Very truly yours, (Name: EXHIBIT C OFFICERS) (Address) Exhibit B Officers’ CERTIFICATE Certificate Each of the undersigned, Xxxxx XxxxxXxxxxx Xxxxxxxxx, LL.B., President and Chief Executive Officer of Concrete Pumping HoldingsVerastem, Inc., a Delaware corporation (the “Company”), and Xxxx XxxxxxxxxXxxxx X. Xxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify in his respective capacity as an officer of the Company and not as an individual, pursuant to Section 6(g6(h) of that certain Underwriting AgreementAgreement dated December 14, dated [__], 2019 2017 (the “Underwriting Agreement”), between ) among the Company and UBS Securities LLCand, as representative on behalf of the several Underwriters named therein, BTIG, LLC, that as of [___closing date], 2019: