Common use of Effect of Headings Clause in Contracts

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Investment Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II NUVEEN BUILD AMERICA BOND FUND By: _______________________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President NUVEEN ASSET MANAGEMENT By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED NUVEEN INVESTMENTS, LLC [Additional Underwriters] By: _______________________________________ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated By: Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[—] Nuveen Investments, Inc. LLC [—] [Additional Underwriters] Total 9,500,000 1,425,000[—] [—] Common Shares of Beneficial Interest (i) 1. The Company has been duly incorporated and is validly existing initial public offering price per share for the Securities, determined as a corporation provided in good standing under said Section 2, shall be $20.00. 2. The purchase price per share for the laws Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delawareoverallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. (ii1) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in number of shares offered by the Prospectus and to enter into and perform its obligations under the Purchase Agreement. Fund (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason assuming no exercise of the ownership or leasing underwriters’ overallotment option) is [—] and the initial public offering price of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effectthose shares is $20.00 per share. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorneys-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ BETA BIONICS, INC. By Title: Selling Stockholders, acting severally By Name: [ • ] Title: Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇BOFA SECURITIES, INC. By ▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory By LEERINK PARTNERS LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ • ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ • ], being an amount equal to the initial public offering price set forth above less $[ • ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch& Co. Leerink Partners LLC ▇▇▇▇▇▇, Pierce, F▇▇▇▇▇▇▇▇ & SCompany, Incorporated Lake Street Capital Markets, LLC Total [ • ] ▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇ [ • ] ▇▇▇▇▇ El-▇▇▇▇▇▇ [ • ] Total [ • ] 1. The Company is selling [ • ] shares of Common Stock. 2. The Selling Stockholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ • ] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[ • ]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Written Testing-the-Waters Communications Investor Meetings Presentations, dated [ • ], 2024 – [ • ], 2024. FORM OF LOCK-UP AGREEMENT Form of Lock-Up Agreement BofA Securities, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Leerink Partners LLC as Representative(s) of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. Total 9,500,000 1,425,000One Bryant Park New York, New York 10036 c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. U.S. Bancorp Center ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Minneapolis, MN 55402 c/o Leerink Partners LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, NY 10019 Re: Proposed Initial Public Offering of Common Stock by Beta Bionics, Inc. Dear Ladies and Gentlemen: The undersigned understands that BofA Securities, Inc. (“BofA”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) and Leerink Partners LLC (“Leerink Partners,” and together with BofA and Piper, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Beta Bionics, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule B to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder, officer and/or director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (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 U.S. Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), (ii) enter into any hedging, swap, loan or any other agreement or any transaction (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument, however described or defined) that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such hedging, swap, loan or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. If the undersigned is an officer or director of the Company (whether as of the date hereof or at the time of receiving any Common Stock), the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Common Stock the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company (whether as of the date hereof or at the time of receiving any Common Stock), (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed, or will agree, in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, (i) to the underwriters pursuant to the Underwriting Agreement and (ii) as described below, provided that (1) the Representatives receive a signed lock-up agreement in the form of this lock-up agreement for the balance of the Lock-Up Period from each donee, devisee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported during the Lock-Up Period with the Commission on Form 4 or Form 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or, in the case of clause (i), (ii), (iii), (iv) and (x) below, any such required filing shall clearly indicate in the footnotes thereto that the filing relates to circumstances described in such a clause, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes; (ii) The Company has corporate power and authority by ▇▇▇▇, testamentary document or intestate succession to ownthe legal representative, lease and operate its properties and to conduct its business as described in heir, beneficiary or a member of the Prospectus and to enter into and perform its obligations under immediate family of the Purchase Agreement.undersigned (for purposes of this lock-up agreement, “immediate family” of the undersigned shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin of the undersigned); (iii) The Company is duly by operation of law, such as pursuant to a qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requireddomestic order, whether by reason of the ownership divorce settlement, divorce decree or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.separation agreement; (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to an order of a court or regulatory agency having jurisdiction over the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; (v) The Securities have been duly authorized to any corporation, partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above; (vii) to any immediate family member or any trust, partnership, limited liability company or other entity for issuance and sale the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the Underwriters estate of a beneficiary of such trust; (viii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, limited liability company members, managers, equityholders or stockholders of the undersigned or holders of similar equity interests in the undersigned; (ix) to the Company (A) upon the undersigned’s death, disability or termination of employment or other service relationship with the Company, provided that such Common Stock were issued to the undersigned pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option, warrant or other right disclosed in the Purchase Agreement andprospectus for the Public Offering, when issued and delivered by or (B) pursuant to agreements under which the Company has the option to repurchase shares; (x) to the Company pursuant to the Purchase Agreement against vesting, settlement or exercise of restricted stock units, restricted stock, options, warrants or other rights to purchase Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the consideration set forth vesting, settlement or exercise of such restricted stock units, restricted stock, options, warrants or rights, provided that any such restricted stock units, restricted stock, options, warrants or rights are held by the undersigned pursuant to an agreement or equity award granted under a stock incentive plan or other equity award plan, each of which is disclosed in the Purchase Agreementprospectus for the Public Offering; or (xi) pursuant to a bona fide third party tender offer, will be validly issued merger, consolidation or other similar transaction, in one transaction or a series of related transactions, made to all holders of Common Stock that has been approved by the Company’s board of directors, which results in any person or group of persons becoming the beneficial owners (as defined in Rules 13d-3 and fully paid and non-assessable and no holder 13d-5 of the Exchange Act) of 50% of the outstanding voting securities of the Company (or the surviving entity); provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities is or will be shall remain subject to personal liability by reason the provisions of being such a holderthis lock-up agreement.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ GOSSAMER BIO, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED SVB LEERINK LLC BARCLAYS CAPITAL INC. EVERCORE GROUP L.L.C. By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: SVB LEERINK LLC By By: BARCLAYS CAPITAL INC. By By: EVERCORE GROUP L.L.C. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalSVB Leerink LLC Barclays Capital Inc. Evercore Group L.L.C. Total 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Written Testing-the-Waters Communications Gossamer Bio Testing the Waters Presentation dated December 2018. Form of lock-up from directors, officers or other stockholders pursuant to Section 5(j) ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated SVB Leerink LLC Barclays Capital Inc. Evercore Group L.L.C. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o SVB Leerink LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Evercore Group L.L.C. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Gossamer Bio, Inc. Total 9,500,000 1,425,000 Dear Sirs: The undersigned, a stockholder, an officer and/or director of Gossamer Bio, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), SVB Leerink LLC (“Leerink”), Barclays Capital Inc. (“Barclays”) and Evercore Group L.L.C. (“Evercore” and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays, (i) The directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering. SECTION 1. If the undersigned is an officer or director of the Company, (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays will notify the Company of the impending release or waiver, and (2) the Company has been duly incorporated agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is validly existing effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays, (a) provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Leerink and Barclays receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on a Form 5 made after the expiration of the Lock-Up Period): i. as a corporation in good standing under bona fide gift or gifts; or ii. to any trust for the laws direct or indirect benefit of the State undersigned or the immediate family of Delawarethe undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or iii. if the undersigned is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; or iv. by will or intestate succession to the legal representative, heir, beneficiary or any immediate family of the undersigned; or v. as a distribution to limited partners, members or stockholders of the undersigned; or vi. to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or vii. to the Company as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the exercise of equity awards granted pursuant to the Company’s equity incentive plans described in the final prospectus for the Public Offering (the “Prospectus”) or transfers to the Company pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans described in the Prospectus; provided the Common Stock issued shall remain subject to the restrictions on transfer set forth in this Letter Agreement; or viii. pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement. (iib) The to the Company has corporate power as forfeitures to satisfy tax withholding and authority remittance obligations of the undersigned in connection with the vesting of equity awards granted pursuant to own, lease and operate its properties and the Company’s equity incentive plans described in the Prospectus; provided that any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to conduct its business as the circumstances described in this clause (b); (c) to the Company pursuant to any contractual arrangement disclosed in the Prospectus and in effect on the date of the Prospectus that provides for the repurchase by the Company or forfeiture of the undersigned’s Common Stock or other Lock-Up Securities in connection with the termination of the undersigned’s service to enter into the Company; provided that no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period within 60 days after the date the undersigned ceases to provide services to the Company, and perform its obligations after such 60th day, if the undersigned is required to file a report under Section 16 of the Purchase Agreement.Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services; or (iiid) The Company is duly qualified as upon the completion of a foreign corporation bona fide third-party tender offer, merger, consolidation or other similar transaction made to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason all holders of the ownership or leasing Company’s securities involving a change of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock control of the Company Company, provided that, in the event that such tender offer, merger, consolidation or other similar transaction is as not completed, any Lock-Up Securities held by the undersigned shall remain subject to the restrictions on transfer set forth in this lock-up agreement (for purposes hereof, “change of control” shall mean the Prospectus transfer (whether by tender offer, merger, consolidation or other similar transaction), in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuancesone transaction or a series of related transactions, if anyto a person or group of affiliated persons, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company was issued in violation of (or the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.surviving entity)). or

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByCARLSMED, INC. By Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. By G▇▇▇▇▇▇ LS▇▇▇▇ & CO. MBy P▇▇▇▇ ▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory CO. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. [Signature Page to Underwriting Agreement] The initial public offering price per share for the Securities shall be $[ • ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ • ], being an amount equal to the initial public offering price set forth above less $[ • ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. G▇▇▇▇▇▇ Lynch, Pierce, FS▇▇▇▇ & Co. LLC P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Truist Securities, Inc. BTIG, LLC Total [ • ] 1. The Company is selling [ • ] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ • ] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[ • ]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Investor Meetings Presentations, dated [ • ], 2025 – [ • ], 2025. BofA Securities, Inc. G▇▇▇▇▇▇ S▇▇▇▇ Incorporated EarlyBirdCapital& Co. LLC P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. as Representatives of the several Underwriters c/o BofA Securities, I▇▇.▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Goldman S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Initial Public Offering of Common Stock by Carlsmed, Inc. Total 9,500,000 1,425,000Dear Ladies and Gentlemen: The undersigned, a securityholder and/or an officer and/or a director, as applicable, of Carlsmed, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofA”), G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, (“G▇▇▇▇▇▇ S▇▇▇▇”) and P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“P▇▇▇▇ ▇▇▇▇▇▇▇” and, together with BofA and G▇▇▇▇▇▇ S▇▇▇▇, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the initial public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder and/or an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (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 U.S. Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), (ii) enter into any hedging, swap, loan or any other agreement or any transaction (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument, however described or defined) that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such hedging, swap, loan or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. If the undersigned is an officer or director of the Company (whether as of the date hereof or at the time of receiving any shares of the Common Stock), the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed shares of Common Stock the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company (whether as of the date hereof or at the time of receiving any shares of Common Stock), (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed, or will agree, in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, (i) to the underwriters pursuant to the Underwriting Agreement and (ii) as described below, provided that (1) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), the Representatives receive a signed lock-up agreement in the form of this lock-up agreement for the balance of the Lock-Up Period from each donee, devisee, trustee, distributee, or transferee, as the case may be, (2) in the case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported during the Lock-Up Period with the Commission on Form 4 or Form 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , or, in the case of clauses (i), (ii), (iii), (iv) and (x) below, any such required filing shall clearly indicate in the footnotes thereto that the filing relates to circumstances described in such a clause, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under bona fide gift or gifts or charitable contribution (including any commitment to donate Lock-Up Securities and/or proceeds from the laws sale of the State of Delaware.Lock-Up Securities pursuant to a charitable contribution), including, without limitation, to a trust, charitable organization or educational institution, or for bona fide estate planning purposes; (ii) The Company has corporate power and authority upon death or by w▇▇▇, testamentary document or intestate succession to ownthe legal representative, lease and operate its properties and to conduct its business as described in heir, beneficiary or a member of the Prospectus and to enter into and perform its obligations under immediate family of the Purchase Agreement.undersigned (for purposes of this lock-up agreement, “immediate family” of the undersigned shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin of the undersigned); (iii) The Company is duly by operation of law, such as pursuant to a qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requireddomestic order, whether by reason of the ownership divorce settlement, divorce decree or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.separation agreement; (iv) The authorizedpursuant to an order of a court or regulatory agency having jurisdiction over the undersigned; (v) to any corporation, partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned is the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above; (vii) to any immediate family member or any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (viii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity that is directly or indirectly controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition to current or former limited partners, limited liability company members, managers, equityholders or stockholders of the undersigned or holders of similar equity interests in the undersigned, or to the estates of any such limited partners, limited liability company members, managers, equityholders or stockholders; (ix) to the Company (A) upon the undersigned’s death, disability or termination of employment or other service relationship with the Company, provided that such shares of Common Stock were issued to the undersigned pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option, warrant or other right disclosed in the prospectus for the Public Offering, or (B) pursuant to agreements under which the Company has the option to repurchase shares; (x) to the Company pursuant to the vesting, settlement or exercise of restricted stock units, restricted stock, options, warrants, or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, restricted stock, options, warrants, or rights, provided that (1) any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this lock-up agreement; (2) any filing under the Exchange Act required to be made during the Lock-Up Period shall indicate in the footnotes thereto that the filing relates to circumstances described in this clause; (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers; and (4) any such restricted stock units, restricted stock, options, warrants, or rights are held by the undersigned pursuant to an agreement or equity award granted under a stock incentive plan or other equity award plan, each of which is disclosed in the prospectus for the Public Offering; or (xi) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, made to all holders of Common Stock that has been approved by the Company’s board of directors, which results in any person or group of persons becoming the beneficial owners (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of the outstanding capital stock voting securities of the Company is as set forth (or the surviving entity); provided that in the Prospectus in event that the column entitled “Actual” under tender offer, merger, consolidation or other such transaction is not completed, the caption “Capitalization” (except for subsequent issuances, if any, pursuant Lock-Up Securities shall remain subject to the Purchase Agreement or pursuant provisions of this lock-up agreement. Notwithstanding anything herein to the Subscription Agreements as described in contrary, nothing herein shall prevent or restrict: (i) the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none conversion of the outstanding shares of capital preferred stock of the Company was issued in violation into Common Stock; provided that the Common Stock acquired upon such exercise shall be subject to the terms of this lock up agreement; and (ii) the undersigned from establishing a trading plan that complies with Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) for the transfer of Lock-Up Securities, so long as there are no sales of Lock-Up Securities under such plan during the Lock-Up Period; and provided that the establishment of a 10b5-1 Trading Plan providing for sales of Lock-Up Securities shall only be permitted if any public announcement or filing under the Exchange Act, if required or voluntarily made by or on behalf of the preemptive undersigned or other similar rights the Company regarding the establishment of any securityholder such plan, shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period. Furthermore, the undersigned may sell shares of Common Stock of the Company arising purchased by operation the undersigned in the Public Offering or on the open market following the Public Offering if and only if (i) such sales are not required during the Lock-Up Period to be reported in any public report or filing with the Securities and Exchange Commission or otherwise, and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. [If any record or beneficial owner of law any Lock-Up Securities of the Company is granted an early release from the restrictions described herein during the Lock-Up Period, then each Major Holder (as defined below) shall also be granted an early release from its obligations hereunder on a pro rata basis with all other record or under beneficial holders of similarly restricted Lock-Up Securities of the Amended and Restated Certificate Company based on the maximum percentage of Incorporation shares held by any such record or bybeneficial holder being released from such holder’s lock-laws up agreement (a “Pro-Rata Release”); provided, however, that in the case of an early release from the restrictions described herein during the Lock-Up Period in connection with an underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Company. ’s Common Shares (v) The Securities have been duly authorized for issuance an “Underwritten Sale”), the Major Holder is offered the opportunity to participate in such Underwritten Sale and sale such early release shall only apply to the Underwriters extent of such Major Holder’s participation in such Underwritten Sale. For the avoidance of doubt, there shall be no Pro-Rata Release if the Major H▇▇▇▇▇ was offered and declined the opportunity to participate in the Underwritten Sale. Notwithstanding any other provisions of this lock-up agreement, if the Representatives in their sole judgment determine that a record or beneficial owner of any securities should be granted an early release from a lock-up agreement due to circumstances of an emergency or hardship, then no Major Holder shall have any right to be granted an early release pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment terms of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.this para

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory Name: Title: For itself and as Representative of the other Underwriters named in Schedule A hereto. Name The initial public offering price per share of Underwriter Number Common Stock and accompanying Warrant shall be $[ ● ]. The purchase price per share of Common Stock and accompanying Warrant to be paid by the several Underwriters shall be $[ ● ], being an amount equal to the initial public offering price set forth above less $[ ● ] per share of Common Stock and accompanying Warrant, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number but not payable on the Option Securities. E▇ ▇▇▇▇▇▇, division of Option Securities MBenchmark Investments, LLC Total 1. The Company is selling [ ● ] shares of Common Stock and [ ● ] Warrants. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and/or Warrants. 3. The initial public offering price per share of Common Stock and accompanying Warrant shall be $[ ● ]. [ ● ], 2023 E▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC as Representative of the Underwriters 5▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇, 39th Floor New York, New York 10022 Re: Proposed Initial Public Offering by MDNA Life Sciences Inc. Ladies and Gentlemen: The undersigned, a shareholder and/or an officer and/or a director of MDNA Life Sciences Inc., a Delaware incorporation (the “Company”), understands that E▇ & S▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing division of Benchmark Investments, LLC, as a corporation in good standing under the laws representative of the State of Delaware. several underwriters (ii) The Company has corporate power and authority to ownthe “Representative”), lease and operate its properties and to conduct its business as described in the Prospectus and proposes to enter into and perform its obligations under an Underwriting Agreement (the Purchase “Underwriting Agreement. ”) with the Company, providing for the initial public offering (iiithe “Public Offering”) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredof shares (the “Shares”) of common stock, whether by reason of the ownership or leasing of property or the conduct of business$0.001 par value per share, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled (“ActualCommon Stock”), and warrants to purchase shares of Common Stock (“Warrants,” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); and collectively with the shares of issued and outstanding capital stock Common Stock issuable upon exercise of the Company have been duly authorized Warrants and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of Shares, the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company“Securities”). (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Title: HILB, R▇▇▇▇ & H▇▇▇▇▇▇▇ COMPANY. By THE PHOENIX COMPANIES, INC. By CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapitalBy BANC OF AMERICA SECURITIES LLC By M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. INCORPORATED By For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Banc of America Securities LLC M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated Langen McAllenney (a division of J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC) C▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Securities LLC D▇▇▇▇▇▇▇▇ & Company LLC F▇▇▇▇▇, B▇▇▇▇ W▇▇▇▇, Incorporated K▇▇▇▇, B▇▇▇▇▇▇▇ & W▇▇▇▇, Inc. S▇▇▇▇▇▇▇ Inc. Sandler O’▇▇▇▇▇ & Partners, L.▇. ▇▇▇▇ M▇▇▇▇ ▇▇▇▇ W▇▇▇▇▇, Inc. Total 9,500,000 1,425,000[ ·] Hilb, R▇▇▇▇ and H▇▇▇▇▇▇▇ Company The Phoenix Companies, Inc. Total · Shares of Common Stock 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $·. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $·, being an amount equal to the initial public offering price set forth above less $· per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. (i) The Company has been duly incorporated and is validly existing as a stock corporation in good standing under the laws of the State Commonwealth of DelawareVirginia. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or Securities to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of purchased by the Underwriters from the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-non assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder. (iv) The issuance and sale of the Securities by the Company and the issuance of the Securities by the Company to the Selling Shareholder are not subject to the preemptive or other similar rights of any securityholder of the Company. (v) The Purchase Agreement has been duly authorized, executed and delivered by the Company. (vi) The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. (vii) The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, the Prospectus, and each amendment or supplement to the Registration Statement and Prospectus, as of their respective effective or issue dates (other than the financial statements and other financial information or data included or incorporated by reference therein or omitted therefrom, as to which we need express no opinion) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (viii) The form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the charter and by-laws of the Company and the requirements of the New York Stock Exchange. (ix) The information in the Prospectus under “Description of Capital Stock”, “The Company—Regulation”, “The Company—Legal Proceedings”, “Shares Eligible for Future Sale,” “The Selling Shareholder—Voting and Standstill Agreement,” “The Selling Shareholder—Non-Competition Covenant,” “The Selling Shareholder—Registration Rights Agreement” and in the Registration Statement under Item 15, to the extent that it constitutes matters of law, summaries of legal matters, the Company’s charter and bylaws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects. (x) To our knowledge, there are no statutes or regulations that are required to be described in the Prospectus that are not described as required. (xi) All descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. (xii) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, (other than under the 1933 Act and the 1933 Act Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Purchase Agreement or for the offering, issuance, sale or delivery of the Securities by the Company. (xiii) The Company’s execution, delivery and performance of the Purchase Agreement and consummation of the transactions contemplated in the Purchase Agreement and in the Registration Statement (including the issuance and sale of the Securities by the Company and the use of the proceeds from the sale of such Securities by the Company as described in the Prospectus under the caption “Use Of Proceeds”) and compliance by the Company with its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by laws of the Company, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any government, government instrumentality or court, having jurisdiction over the Company or any of its properties, assets or operations. (xiv) To our knowledge, and except as disclosed in the Prospectus, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act. (xv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company and the Principal Shareholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCHAxiom Capital Management, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory Inc. For itself themselves and as Representative of the other Underwriters named in Schedule A A-1 hereto. Name of Underwriter Number of By: AXIOM CAPITAL MANAGEMENT, INC. By The initial public offering price per ADS for the Securities shall be $[·]. With respect to ADSs being sold to investors introduced by the Company, the purchase price per ADS for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number but not payable on the Option Securities. With respect to ADSs being sold to investors introduced by the Underwriters, the purchase price per ADS for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Axiom Capital Management, Inc. Total [·] [·] 1. The Company is selling [ ] ADSs. 2. The Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] ADSs. 3. The initial public offering price per ADS shall be $[·]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] The following people or their custodial entities that directly holds shares in the company : All Directors All Executive Officers All Shareholders holding more than 5% of Option Securities M▇▇the Company’s equity Wowo Group Limited Wowo Mall (China) Ltd. (HK) (formerly named Wowo Holding Limited (HK)) Beijing Wowo Shijie Information Technology Co., Limited Beijing Wowo ▇▇▇▇ LynchInformation Technology Co., Pierce, F▇▇Ltd. Beijing ▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapitalShi Dai Network Technology Co., Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.Ltd.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION RCS CAPITAL CORPORATION II By: _______________________________________ /s/ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer RCAP HOLDINGS, LLC By: /s/ N▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Member CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ LLYNCH, PIERCE, F▇▇▇▇▇ & COS▇▇▇▇ INCORPORATED BARCLAYS CAPITAL INC. By: M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory /s/ K▇▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: BARCLAYS CAPITAL INC. By: /s/ V▇▇▇▇▇▇▇ ▇▇▇▇ Name: V▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $20.25. The purchase price per share for the Securities to be paid by the several Underwriters shall be $19.035, being an amount equal to the initial public offering price set forth above less $1.215 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital6,490,417 Barclays Capital Inc. 6,490,417 Citigroup Global Markets Inc. 1,570,417 JMP Securities LLC 1,570,417 J.▇. ▇▇▇▇▇▇ Securities LLC 1,570,417 Ladenburg T▇▇▇▇▇▇▇ & Co. Inc. 1,570,417 BMO Capital Markets Corp. 1,210,417 Realty Capital Securities, LLC 1,210,417 Aegis Capital Corp 277,083 J.▇. ▇▇▇▇▇▇ & Company, LLC 277,083 Maxim Group LLC 277,083 National Securities Corporation 277,083 Newbridge Securities Corporation 100,000 Northland Securities, Inc. 277,083 RBS Securities Inc. 277,083 R▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated 277,083 Mitsubishi UFJ Securities (USA), Inc. 277,083 Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own24,000,000 RCS Capital Corporation 19,000,000 3,600,000 RCAP Holdings, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.LLC 5,000,000 0 Total 24,000,000 3,600,000

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByOKLAHOMA GAS AND ELECTRIC COMPANY CONFIRMED AND ACCEPTED, as of the date first above written: [Names of Representatives] Acting severally on behalf of themselves and the several Underwriters named on Schedule A hereto NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SENIOR NOTES Issuer Oklahoma Gas & Electric Company Ratings (▇▇▇▇▇’▇ / S&P / Fitch) Amount Collateral Type Senior Unsecured Notes Type SEC Registered Trade Date Settlement Date (T+3) Maturity Coupon Payment Dates Semi-annual payments on _____ and _____ of each year, beginning __________ Coupon Record Dates Semi-annual on ______ and ______ Call Structure Benchmark Benchmark Price Benchmark Yield Reoffer Spread Reoffer Yield Coupon Price Joint bookrunners Co-manager(s) CUSIP ISIN Preliminary Prospectus dated _______________________. Pricing Information for the Senior Notes as set forth in Schedule B hereto. The information set forth below constitutes the only information furnished to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto) or Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto): statements with respect to the public offering price of the Senior Notes by the Underwriters set forth on the cover page of, and the statements in the ________________ Title: CONFIRMED AND ACCEPTEDparagraphs appearing under, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative of caption “Underwriting” in the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of DelawareProspectus. (ii) The Company has corporate power and authority 1. Except as disclosed in the Prospectus, to ownsuch counsel’s Actual Knowledge, lease and operate its properties and there is no litigation or any governmental proceedings, pending or threatened, that would be required to conduct its business as be described in the Prospectus and to enter into and perform its obligations that are not described as required. 2. The statements contained in the Prospectus under the Purchase Agreementcaptions “Description of Debt Securities” and “Supplemental Description of Senior Notes,” insofar as such statements purport to summarize the legal matters or provisions of documents referred to therein, present fair summaries of such legal matters and documents. (iii) 3. The Company is duly qualified as a foreign corporation to transact business execution, delivery and is in good standing in each jurisdiction in which such qualification is required, whether by reason performance of the ownership Underwriting Agreement by the Company, issuance and sale of the Senior Notes by the Company and the compliance with the terms and provisions thereof by the Company will not violate any law or leasing of property or the conduct of business, except where the failure so regulation known to qualify or such counsel generally to be in good standing would not applicable to transactions of this type, or any order or decree known to such counsel of any court, arbitrator or governmental agency that is binding upon the Company or its respective properties or violate or result in a Material Adverse Effect. (iv) The authorized, issued default under any of the terms and outstanding capital stock provisions of any agreement to which the Company is a party or bound (this opinion being limited (A) to those orders, decrees and agreements identified on Exhibit A attached hereto and (B) in that such counsel expresses no opinion with respect to any violation (1) not readily ascertainable from the face of any such order, decree or agreement, (2) arising under or based upon any cross default provision insofar as set forth in the Prospectus in the column entitled “Actual” it relates to a default under an agreement not so identified on Exhibit A attached hereto or (3) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation). 4. The Indenture has been qualified under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to 1939 Act. 5. Assuming that the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued issuance and outstanding capital stock sale of the Company Senior Notes have been duly authorized and validly issued and are fully paid and non-assessable; and none approved by an order of the outstanding shares of capital stock Oklahoma Corporation Commission and such order is in full force and effect on the date hereof, no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the issuance or sale of the Company was issued in violation Senior Notes by the Company, except (i) for the registration of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or Senior Notes under the Amended 1933 Act and Restated Certificate of Incorporation the rules and regulations thereunder, (ii) periodic and other reporting requirements under the 1934 Act and the rules and regulations thereunder or by-laws of the Company(iii) as may be required under state securities or “blue sky” laws. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByASANTE SOLUTIONS, INC. By Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇LEERINK PARTNERS LLC By Name: Title: ▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCHAND COMPANY, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED ByLLC By Name: _______________________________________ Authorized Signatory Title: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities MLeerink Partners LLC ▇▇▇▇▇ and Company, LLC ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇▇▇▇▇ Lynch& Co. Inc. Total 1. The Company is selling [—] shares of Common Stock. 2. The Company has granted an option to the Underwriters, Pierceseverally and not jointly, Fto purchase up to an additional [—] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[—]. [None.] [None.] 1 To come under separate cover Leerink Partners LLC ▇▇▇▇▇ & Sand Company, LLC as Representatives of the several Underwriters c/o Leerink Partners LLC ▇▇▇ ▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Asante Solutions, Inc. Total 9,500,000 1,425,000 Ladies and Gentlemen: The undersigned, a securityholder, officer and/or director of Asante Solutions, Inc., a Delaware corporation (the “Company”), understands that Leerink Partners LLC (“Leerink”) and ▇▇▇▇▇ and Company, LLC (“Cowen”), as representatives of the several Underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to a registration statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). In recognition of the benefit that such an offering will confer upon the undersigned as a securityholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days after the date set forth on the final prospectus used to sell the Securities pursuant to the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Public Offering. The foregoing restrictions shall not apply to: (A) sales of Common Stock or any security directly or indirectly convertible into Common Stock acquired in open market transactions after the completion of the Public Offering; (B) transfers of Common Stock or any security directly or indirectly convertible into Common Stock (i) as a bona fide gift or gifts or (ii) by will or intestate succession upon the death of the undersigned in a transaction not involving a disposition for value; (C) if the undersigned is an individual, transfers of shares of Common Stock or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned; (D) if the undersigned is a trust, distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to its beneficiaries in a transaction not involving a disposition for value; (E) if the undersigned is a corporation, limited liability company, partnership or other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to (i) members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (ii) to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value; (F) the receipt by the undersigned of shares of Common Stock in connection with the conversion of the outstanding preferred stock of the Company into shares of Common Stock, provided that any such shares of Common Stock received upon such conversion shall be subject to the terms of this agreement (the “Lock-Up Agreement”); (G) transfers to the Company pursuant to agreements existing on the date hereof under which the Company has been duly incorporated the option to repurchase such shares or securities upon termination of service of the undersigned; (H) transfers to the Company in connection with the receipt of shares of Common Stock or Preferred Stock upon the “net” or “cashless” exercise of options or warrants to purchase shares of Common Stock or preferred stock for purposes of exercising options or warrants, disclosed as outstanding in the Registration Statement and the Prospectus, including for payment of taxes due as result of such exercise, provided that any such shares of Common Stock or preferred stock received upon such exercise shall be subject to the terms of this Lock-Up Agreement; (I) the establishment of a trading plan that satisfies the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the transfer of shares of Common Stock if then permitted by the Company, provided that there will be no transfer of shares of the undersigned’s Common Stock during the 180-day period referred to above and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is validly existing made voluntarily, by the undersigned, the Company or any other person during the Lock-Up Period; (J) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company, provided that in the event of such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities held by the undersigned shall remain subject to the provisions of this Lock-Up Agreement; (K) any Securities to be sold by the undersigned pursuant to the Underwriting Agreement; (L) transfers by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; or (M) the exercise for cash of options or warrants to purchase shares of Common Stock or preferred stock disclosed as outstanding in the Registration Statement and the Prospectus, provided that any such shares of Common Stock or preferred stock received upon such exercise shall be subject to the terms of this Lock-Up Agreement. provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E) or (L) (if in the case of (L), such requirement is permitted by law or court order or action to be included as a corporation condition to such transfer) each transferee, beneficiary, donee, heir or distributee shall execute and deliver to the Representatives a lock-up letter in good standing the form of lock-up agreement attached as an exhibit to the Underwriting Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D) or (E), no filing by any party (the undersigned, donor, donee, transferor or transferee) under Section 16 of the Exchange Act shall be required or shall be made voluntarily in connection with such transfer or distribution (other than, in the case of clauses (B), (C) and (D), a filing on a Form 5 required and filed within 45 days of December 31, 2015). For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. If the undersigned is an officer or director of the Company, (i) the Representatives, on behalf of the Underwriters, agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock by such officer or director, the Representatives, on behalf of the Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company will agree or has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives, on behalf of the Underwriters, hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities, except in compliance with the foregoing restrictions. In the event that either of the Representatives withdraws from or declines to participate in the Public Offering, all references to the Representatives contained in this Lock-Up Agreement shall be deemed to refer to the sole Representative that continues to participate in the Public Offering (the “Sole Representative”), and, in such event, any written consent, waiver or notice given or delivered in connection with this letter agreement by the Sole Representative shall be deemed to be sufficient and effective for all purposes under this Lock-Up Agreement. The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights agreement, any market standoff agreement or any other lock-up agreement related to the Securities to which the undersigned and the Company may be party, this Lock-Up Agreement supersedes such registration rights agreement, market standoff agreement or other lock-up agreement. The undersigned hereby consents to receipt of this Lock-up Agreement in electronic form and understands and agrees that this Lock-up Agreement may be signed electronically. In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this Lock-up Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Lock-up Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes. If one or more provisions of this Lock-up Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Lock-up Agreement and the balance of this Lock-up Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement will automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of (i) the Company advises the Representatives in writing, that it has determined not to proceed with the Public Offering, (ii) the Company files an application to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the shares of Common Stock to be sold thereunder, or (iv) May 15, 2015, in the event that the Underwriting Agreement has not been executed by such date. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNew York, without regard to conflict of laws principles thereof. [Signature page to follow. ] Very truly yours, Signature: Print Name: Asante Solutions, Inc. [Date] Asante Solutions, Inc. (iithe “Company”) The Company has corporate power announced today that Leerink Partners LLC and authority to own▇▇▇▇▇ and Company, lease and operate its properties and to conduct its business as described LLC, the joint book-running managers in the Prospectus and Company’s recent public sale of [—] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason shares of the ownership Company’s common stock held by [certain officers or leasing directors] [an officer or director] of property the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereby certifies on behalf of Asante Solutions, Inc., a Delaware corporation (the conduct “Company”), in his capacity as the duly appointed Vice President of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued Regulatory and outstanding capital stock Quality Affairs of the Company and not in his personal capacity that: 1. This certificate (this “Certificate”) is as set forth in being delivered at the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock request of the Company have been duly authorized and validly issued in his capacity as Vice President of Regulatory and are fully paid and non-assessable; and none of the outstanding shares of capital stock Quality Affairs of the Company was issued in violation to Leerink Partners LLC and ▇▇▇▇▇ and Company, LLC, as representatives (the “Representatives”) of the preemptive or other similar rights of any securityholder of several Underwriters listed on Schedule A to that certain Underwriting Agreement dated [—], between the Company arising by operation and the Representatives (as defined therein) (the “Underwriting Agreement”). 2. The statements included in the Registration Statement, the General Disclosure Package and the Prospectus under the headings: “Business—Government Regulation,” “—Manufacturing and Quality Assurance” and “Risk Factors—Risks Related to our Legal and Regulatory Environment” (collectively, the “Regulatory Statements”), insofar as such Regulatory Statements constitute summaries of documents or legal proceedings and excluding matters of law or under legal conclusions, are accurate and complete in all material respects and present fairly the Amended and Restated Certificate of Incorporation or by-laws of the Companyinformation purported to be shown. (v) The Securities have been duly authorized for issuance and sale 3. Nothing has come to the Underwriters pursuant undersigned’s attention that causes him to believe that (a) the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth Regulatory Statements included in the Purchase AgreementRegistration Statement, will at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.st

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholders and the Attorneys-in-Fact for the Selling Shareholders listed on Schedule E-1 hereto, as applicable, a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION ATD CORPORATION II By: _______________________________________ Name: Title: SELLING SHAREHOLDERS: TPG ACCELERATE V, L.P. By: TPG Advisors V, Inc., its general partner By: Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President TPG ACCELERATE VI, L.P. By: TPG Advisors VI, Inc., its general partner By: Name: ▇▇▇▇▇▇ Cami Title: Vice President Selling Shareholders listed on Schedule E-1 hereto By: As Attorney-in-Fact CONFIRMED AND ACCEPTED, as of the date first above written: M. For themselves and as Representatives of the other Underwriters named in Schedule A hereto. ▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself Title: DEUTSCHE BANK SECURITIES INC. By: Title: ▇▇▇▇▇▇▇, SACHS & CO. By: Title: The initial public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and as Representative of payable on the other Underwriters named in Schedule A heretoInitial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[—] Deutsche Bank Securities Inc. [—] ▇▇▇▇▇▇▇, Sachs & Co. [—] Barclays Capital Inc. [—] ▇.▇. ▇▇▇▇▇▇ Securities LLC [—] UBS Securities LLC [—] TPG Capital BD, LLC [—] RBC Capital Markets, LLC [—] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. [—] ATD Corporation [—] — TPG Accelerate V, L.P. — [—] TPG Accelerate VI, L.P. — [—] Crescent Mezzanine Partners VI, L.P. — [—] Crescent Mezzanine Partners VIB, L.P. — [—] Crescent Mezzanine Partners VIC, L.P. — [—] TCW/Crescent Mezzanine Partners V, L.P. — [—] TCW/Crescent Mezzanine Partners VB, L.P. — [—] TCW/Crescent Mezzanine Partners VC, L.P. — [—] TCW/Capital Trust — [—] NYLCAP Mezzanine Partners III, LP — [—] NYLCAP Mezzanine Partners III Parallel Fund, LP — [—] NYLCAP Mezzanine Partners III-K, LP — [—] AlpInvest Partners Mezzanine 2007 C.V. — [—] Apollo Investment Corporation — [—] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ [—] [—] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [—] [—] J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ [—] [—] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ [—] [—] ▇▇▇ ▇. Brothers [—] [—] Total 9,500,000 1,425,000[—] [—] 1. The Company and the Selling Shareholders are selling [—] shares of Common Stock. 2. The Selling Shareholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[—]. A. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] B. [SPECIFY EACH ISSUER LIMITED USE FREE WRITING PROSPECTUS] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TPG Accelerate V, L.P. TPG Accelerate VI, L.P. Crescent Mezzanine Partners VI, L.P. Crescent Mezzanine Partners VIB, L.P. Crescent Mezzanine Partners VIC, L.P. TCW/Crescent Mezzanine Partners V, L.P. TCW/Crescent Mezzanine Partners VB, L.P. TCW/Crescent Mezzanine Partners VC, L.P. TCW/Capital Trust NYLCAP Mezzanine Partners III, LP NYLCAP Mezzanine Partners III Parallel Fund, LP NYLCAP Mezzanine Partners III-K, LP AlpInvest Partners Mezzanine 2007 C.V. Apollo Investment Corporation ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. Brothers Crescent Mezzanine Partners VI, L.P. Crescent Mezzanine Partners VIB, L.P. Crescent Mezzanine Partners VIC, L.P. TCW/Crescent Mezzanine Partners V, L.P. TCW/Crescent Mezzanine Partners VB, L.P. TCW/Crescent Mezzanine Partners VC, L.P. TCW/Capital Trust NYLCAP Mezzanine Partners III, LP NYLCAP Mezzanine Partners III Parallel Fund, LP NYLCAP Mezzanine Partners III-K, LP AlpInvest Partners Mezzanine 2007 C.V. Apollo Investment Corporation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. Brothers ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (for all Selling Shareholders listed on Schedule E-1 above) ATD Corporation (for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, and ▇▇▇ ▇. Brothers) Computershare Inc. (for Crescent Mezzanine Partners VI, L.P., Crescent Mezzanine Partners VIB, L.P., Crescent Mezzanine Partners VIC, L.P., TCW/Crescent Mezzanine Partners V, L.P., TCW/Crescent Mezzanine Partners VB, L.P., TCW/Crescent Mezzanine Partners VC, L.P., TCW/Capital Trust, NYLCAP Mezzanine Partners III, LP, NYLCAP Mezzanine Partners III Parallel Fund, LP, NYLCAP Mezzanine Partners III-K, LP, AlpInvest Partners Mezzanine 2007 C.V., and Apollo Investment Corporation) [—], 2015 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Deutsche Bank Securities Inc. ▇▇▇▇▇▇▇, Sachs & Co. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Deutsche Bank Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and c/o Goldman, ▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by ATD Corporation Ladies and Gentlemen: The undersigned, a stockholder [and an officer and/or director] of ATD Corporation, a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Deutsche Bank Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of any two of the Representatives (provided that the consent of each Representative has been requested), directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock (other than, if applicable, the sale by the undersigned of shares of Common Stock pursuant to the Underwriting Agreement), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities (except for exercises of such rights that will not require any public filing or other public disclosure to be made in connection therewith during the lock-up period), or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of any two of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the lock-up period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust or other estate planning entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited partners, whether by reason general partners, members or stockholders of the ownership undersigned, former limited partners, general partners, members or leasing stockholders of property the undersigned or the conduct estate of business, except where any of the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.foregoing; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of the Company arising entity controlled or managed by operation of law or under common control or management with the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; (v) pursuant to a qualified domestic order or in connection with a divorce settlement; or (vi) by will or intestate succession upon the death of the undersigned. Notwithstanding the foregoing, this lock-up agreement shall not restrict (1) the vesting, conversion, exercise or exchange of securities convertible into or exercisable or exchangeable for Common Stock and any related transfer to the Company of shares of Common Stock (i) deemed to occur upon the cashless exercise of such securities or (ii) for the purpose of paying the exercise price of such securities or for paying taxes (including estimated taxes) due as a result of the exercise of such securities, provided that, if any person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the term of this lock-up agreement in connection therewith, a statement shall be included in such report to the effect that the filing relates to the cashless exercise of such securities or for the purpose of paying the exercise price of such securities or for paying taxes (including estimated taxes) due as a result of the exercise of such securities, as applicable; and (2) the establishment, during the lock-up period, of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock, and provided further that no filing by any person under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such plan during the lock-up period, or (3) any option or contract to sell, any agreement containing an option to purchase, any contract to purchase, any voting agreement or granting of a proxy, and the transfer of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case in connection with 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, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this agreement, and provided further that any Lock-Up Securities not transferred in connection with the tender offer, merger, consolidation or other such transaction shall remain subject to the restrictions contained in this agreement. Furthermore, during the lock-up period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise, during the lock-up period and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during the lock-up period. Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Securities undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 180-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 180-day lock-up period (as may have been duly authorized for issuance and sale to the Underwriters extended pursuant to the Purchase Agreement and, when issued previous paragraph) has expired. The undersigned also agrees and delivered by consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. If (i) the Company pursuant notifies the Representatives in writing prior to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.entering i

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION SEMILEDS CORPORATION II ByBy Name: _______________________________________ Title: SEMILEDS OPTOELECTRONICS CO., LTD. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory By BARCLAYS CAPITAL INC. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of The initial public offering price per share for the Securities shall be $·. The purchase price per share for the Securities to be paid by the several Underwriters shall be $·, being an amount equal to the initial public offering price set forth above less $· per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number of but not payable on the Option Securities MSecurities. ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalBarclays Capital Inc. ▇▇▇▇▇▇▇▇ Canaccord Genuity ▇▇▇▇▇ & Company Total [·] SemiLEDs Corporation Total 1. The Company is selling [·] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [·] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[·]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Shareholders and optionholders of the Company holding an aggregate of at least 97.7% of the Company’s fully-diluted shares. [Final Opinion to be inserted] [Final Opinion to be inserted] [Final Opinion to be inserted] ·, 2010 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, BARCLAYS CAPITAL Barclays Capital Inc., as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement ▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Barclays Capital Inc. Total 9,500,000 1,425,000▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by SemiLEDs Corporation (the “Company”) Dear Sirs: The undersigned understands that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Barclays Capital Inc. (“Barclays”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.0000004 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days after the date of the final prospectus used in connection with the offering of the Securities (subject to extensions as discussed below), the undersigned will not, without the prior written consent of each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Barclays Capital, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, or cause to be filed, any registration statement in connection therewith under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ or Barclays Capital, provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Barclays Capital each receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily affect any public filing or report regarding such transfers, provided further that clauses (3) and (4) hereto shall not apply to clauses (iv) and (vii) below: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason any trust for the direct or indirect benefit of the ownership or leasing of property undersigned or the conduct immediate family of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of if the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising transfer occurs by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.law, including a qualified domestic order; or (v) The Securities have been duly authorized for issuance and sale as a distribution to limited partners, members or stockholders of the undersigned; or (vi) to the Underwriters undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or (vii) the establishment of a trading plan pursuant to Rule 10b-5-1(c) under the Purchase Agreement andSecurities Exchange Act of 1934, when issued and delivered as amended, for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the lock-up period. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise (other than a filing on Form 5 to be made after the expiration of the lock-up period) and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day lock-up period, the Company pursuant issues an earnings release or material news or a material event relating to the Purchase Agreement against payment Company occurs; or (2) prior to the expiration of the consideration set forth in 180-day lock-up period, the Purchase Agreement, Company announces that it will be validly issued and fully paid and nonrelease earnings results or becomes aware that material news or a material event will occur during the 16-assessable and no holder day period beginning on the last day of the Securities is or will be subject to personal liability by reason of being such a holder.180-day lock-up period,

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company G▇▇▇▇▇▇▇ Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and each of the Company G▇▇▇▇▇▇▇ Entities in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II G▇▇▇▇▇▇▇ CAPITAL INC. By: _______________________________________ Name: Title: G▇▇▇▇▇▇▇ CAPITAL ADVISERS LLC By: Name: Title: G▇▇▇▇▇▇▇ Capital Administrator LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MJ.▇. ▇▇▇▇▇▇ L▇▇▇▇ & COSECURITIES LLC DEUTSCHE BANK SECURITIES INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number of but not payable on the Option Securities. J.▇. ▇▇▇▇▇▇ Securities LLC Deutsche Bank Securities Inc. Barclays Capital, Inc. RBC Capital Markets, LLC J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ Lynch▇▇▇▇▇ LLC W▇▇▇▇▇▇▇▇▇ Securities, Pierce, FInc. Ladenburg T▇▇▇▇▇▇▇ & SCo. Inc. National Securities Corporation Total [• ] 1. The Company is selling [ ] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. J.▇. ▇▇▇▇▇▇ Incorporated EarlyBirdCapitalSecurities LLC Deutsche Bank Securities Inc. as Representatives of the several Underwriters c/o J.▇. ▇▇▇▇▇▇ Securities LLC 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by G▇▇▇▇▇▇▇ Capital Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, [a stockholder] [and an officer and/or director]1 of G▇▇▇▇▇▇▇ Capital Inc., a Delaware corporation (the “Company”)] [a stockholder [and an officer and/or director]2 of [G▇▇▇▇▇▇▇ Capital Advisers LLC, a Delaware limited liability company (the “G▇▇▇▇▇▇▇ Capital Advisers”)] [G▇▇▇▇▇▇▇ Capital Administrator LLC, a Delaware limited liability company (the “Administrator”)], which serves as the [investment adviser to] [administrator for] G▇▇▇▇▇▇▇ Capital Inc., a Delaware corporation (the “Company”)], understands that J.▇. ▇▇▇▇▇▇ Securities LLC and Deutsche Bank Securities Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, [G▇▇▇▇▇▇▇ Capital Advisers] [G▇▇▇▇▇▇▇ Capital Advisers LLC, a Delaware limited liability company] and [the Administrator] [G▇▇▇▇▇▇▇ Capital Administrator LLC, a Delaware limited liability company], providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a [stockholder] [and an officer and/or director] of the [Company] [G▇▇▇▇▇▇▇ Capital Advisers] [the Administrator], and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. 1 Delete or revise bracketed language as appropriate. 1 Delete or revise bracketed language as appropriate. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement in substantially the form of this lock up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorizedto the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, issued and outstanding capital stock the undersigned may sell shares of Common Stock of the Company is as set forth purchased by the undersigned on the open market following the proposed public offering if and only if (i) such sales are not required to be reported in any public report or filing with the Prospectus in Securities and Exchange Commission, or otherwise and (ii) the column entitled “Actual” under undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. Notwithstanding the caption “Capitalization” foregoing, if: (except for subsequent issuances1) during the last 17 days of the 180-day lock-up period, if any, pursuant the Company issues an earnings release or material news or a material event relating to the Purchase Agreement or pursuant Company occurs; or (2) prior to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock expiration of the 180-day lock-up period, the Company have been duly authorized and validly issued and are fully paid and nonannounces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-assessable; and none day period beginning on the last day of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by180-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and nonday lock-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.up period,

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByIPSCO TUBULARS INC. By Name: _______________________________________ Title: PAO “TMK” By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: _______________________________________ ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By Authorized Signatory By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share (such amount, the “Underwriting Spread”), subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The purchase price per share for the securities sold by the Selling Stockholder to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above. As the Company is paying to the Underwriters the Underwriting Spread on all Securities sold in the offering, the Underwriting Spread shall not be deducted from the price paid to the Selling Stockholder. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC UBS Securities LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Barclays Capital Inc. Evercore Group L.L.C. Total [•] IPSCO TUBULARS INC. PAO “TMK” — Total 1. The Company and the Selling Stockholder are selling, Inc. Total 9,500,000 1,425,000in the aggregate, [•] shares of Common Stock. (i) 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Investor Presentation used in testing-the-waters meetings in December 2017. PAO “TMK” ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Verbinskaya ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pumpyanskiy ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Fees [Form of lock-up from directors, officers or other stockholders pursuant to Section 5(n)] LOCK-UP AGREEMENT ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by IPSCO Tubulars Inc. Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with IPSCO Tubulars Inc., a Delaware corporation in good standing (the “Company”), and PAO “TMK”, a company organized under the laws of the State Russian Federation, in its capacity as a selling stockholder, providing for the public offering (the “Offering”) of Delaware.shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date of this agreement (this “Lock-Up Agreement”) and ending on the date that is 180 days from the date of the Underwriting Agreement (such date of the Underwriting Agreement, the “Offering Date” and, such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (3) publicly announce an intention to effect any transaction specified in clause (1) or (2). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of the Company arising by operation of law entity controlled or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered managed by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderundersigned.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByVICTORY CAPITAL HOLDINGS, INC. By Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇.▇. ▇▇▇▇▇▇ LSECURITIES LLC ▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: _______________________________________ Authorized Signatory ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC Name: Title: By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By Name: Title: By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By Name: Title: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of The initial public offering price per share for the Securities shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number of but not payable on the Option Securities. ▇.▇. ▇▇▇▇▇▇ Securities MLLC ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Barclays Capital Inc. ▇▇▇▇▇▇▇ Sachs & Co. LLC RBC Capital Markets, LLC ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Sandler ▇’▇▇▇▇▇ & Partners, L.P. Total 9,500,000 1,425,000[·] (i) 1. The Company is selling [·] shares of Class A Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws not jointly, to purchase up to an additional [·] shares of the State of DelawareClass A Common Stock. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except initial public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[·]. [None.] 1. June 2017 Company Presentation

Effect of Headings. The Section and sub-section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II BySELECT INCOME REIT By Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. MLLC ▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇ FARGO SECURITIES, LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇ FARGO SECURITIES, LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇ Fargo Securities, LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇▇▇ & Company, Inc. RBC Capital Markets, LLC UBS Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. Total 9,500,000 1,425,000SELECT INCOME REIT (i) 1. The Company has been duly incorporated and is validly existing initial public offering price per share for the Securities, determined as a corporation provided in good standing under said Section 2, shall be $ . 2. The purchase price per share for the laws Securities to be paid by the several Underwriters shall be $ , being an amount equal to the initial public offering price set forth above less $ per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as option described in the Prospectus and Section 2(b) shall be reduced by an amount per share equal to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership any dividends or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered distributions declared by the Company pursuant to and payable on the Purchase Agreement against payment of Initial Securities but not payable on the consideration set forth in the Purchase AgreementOption Securities. ▇▇▇▇ Common Shares $ per Common Share 1. Alpha BT LLC, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal a Maryland limited liability by reason of being such company 2. Hawaii Metamorphosis LLC, a holder.Maryland limited liability company 3. Hawaii MMGD LLC, a Maryland limited liability company 4. Hawaii Phoenix Properties LLC, a Maryland limited liability company 5. ▇▇▇▇▇▇▇ Properties LLC, a Maryland limited liability company 6. LTMAC Properties LLC, a Maryland limited liability company

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriter and the Company Fund and the Investment Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II MUNIYIELD ARIZONA FUND, INC. By: _______________________________________ Title----------------------------------- Authorized Officer FUND ASSET MANAGEMENT, L.P. By: PRINCETON SERVICES, INC., General Partner By: ----------------------------------- Authorized Officer CONFIRMED AND ACCEPTED, as of the date first above written: MMERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH ▇▇C▇▇▇▇▇▇ LATED B▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ ---------------------------------- Authorized Signatory For itself and SCHEDULE A ---------- MUNIYIELD ARIZONA FUND, INC. (a Maryland corporation) $10,000,000 Auction Market Preferred Stock 400 Shares, Series C (Liquidation Preference $25,000 per share) 1. The initial public offering price per share for the Auction Market Preferred Stock, Series C (the "Shares"), determined as Representative provided in Section 2 hereof shall be $25,000 plus accumulated dividends, if any, from the date of original issue. 2. The purchase price per share for the other Underwriters named in Schedule Shares to be paid by the Underwriter shall be $24,750 plus accumulated dividends, if any, from the date of original issue, being an amount equal to the initial public offering price set forth above less $250 per share. 3. The dividend rate for the Shares for the initial dividend period ending [ ], 2005, shall be [ ]%. Exhibit A heretoFORM OF OPINION OF FUND'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 6(b) 1. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of DelawareMaryland. (ii) 2. The Company Fund has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) 3. The Company Fund is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business (a "Material Adverse Effect"). (iv) 4. The authorized, issued and outstanding capital stock of the Company Fund is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the "Description of Capital Stock." The outstanding shares of issued and outstanding capital stock Common Stock of the Company Fund and the Outstanding AMPS have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) 5. The Securities Shares to be purchased by the Underwriter from the Fund pursuant to the Purchase Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement Underwriter and, when issued and delivered by the Company Fund to the Underwriter pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable assessable, and no holder of the Securities Shares is or will be subject to personal liability solely by reason of being such a holder. 6. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund. 7. To the best of our knowledge, the Fund does not have any subsidiaries. 8. The Purchase Agreement has been duly authorized, executed and delivered by the Fund and complies with all applicable provisions of the Investment Company Act. 9. The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act; any required filing of the certificate pursuant to Rule 497(j) or the Prospectus pursuant to Rule 497(c) or Rule 497(h), as the case may be, has been made in the manner and within the time period required by Rule 497(j), Rule 497(c) or Rule 497(h), as the case may be; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. 10. The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, the Prospectus, and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates, complied as to form in all material respects (other than the financial statements and supporting schedules included or incorporated by reference therein or omitted therefrom, as to which we express no opinion) with the requirements of the 1933 Act, the Investment Company Act and the rules and regulations of the Commission under the 1933 Act and the Investment Company Act (the "Rules and Regulations"). 11. The form of certificate(s) used to evidence the Shares complies in all material respects with all applicable statutory requirements and with any applicable requirements of the charter and by-laws of the Fund. 12. To the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Fund is a party, or to which the property of the Fund is subject, before or brought by any court or governmental agency or body, domestic or foreign, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Fund of its obligations thereunder, other than those disclosed in the Prospectus. 13. The information in the Prospectus under "Description of AMPS," "Description of Capital Stock," and "Taxes" (other than the information related to Arizona law or legal conclusions involving matters of Arizona law as to which we express no opinion) and in the Registration Statement under Item 30, to the extent that it constitutes matters of law, summaries of legal matters, the Fund's charter and bylaws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects. 14. To the best of our knowledge, there are no statutes or regulations that are required to be described in the Prospectus that are not described as required. 15. All descriptions in the Prospectus of contracts and other documents to which the Fund is a party are accurate in all material respects; to the best of our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments of the Fund required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. 16. To the best of our knowledge, the Fund is not in violation of its charter or by-laws and no default by the Fund exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement or the Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement. 17. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than under the 1933 Act, the 1934 Act, the Investment Company Act, the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we express no opinion) is necessary or required in connection with the due authorization, execution and delivery by the Fund of the Purchase Agreement, the Advisory Agreement, the Custody Agreement, the Auction Agreement and the Letter of Representations or for the offering, issuance, sale or delivery of the Shares. 18. The Advisory Agreement and the Custody Agreement have each been duly authorized and approved by the Fund and comply as to form in all material respects with all applicable provisions of the Investment Company Act, and each has been duly executed and delivered by the Fund. 19. Each of the Auction Agent Agreement and the Letter of Representations has been duly authorized, executed and delivered by the Fund, and each constitutes a valid and binding obligation of the Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights and to general equitable principles. 20. The Fund is registered with the Commission under the Investment Company Act as a closed-end, non-diversified management investment company, and all required action has been taken by the Fund under the 1933 Act, the Investment Company Act and the Rules and Regulations to make the public offering and consummate the sale of the Shares pursuant to the Purchase Agreement; the provisions of the charter and the by-laws of the Fund comply as to form in all material respects with the requirements of the Investment Company Act; and, to the best of our knowledge and information, no order of suspension or revocation of such registration under the Investment Company Act, pursuant to Section 8(e) of the Investment Company Act, has been issued or proceedings therefor initiated or threatened by the Commission. 21. The execution, delivery and performance of the Purchase Agreement and the consummation of the transactions contemplated in the Purchase Agreement and in the Registration Statement (including the issuance and sale of the Shares, and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xii) of the Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Fund is a party or by which it may be bound, or to which any of the property or assets of the Fund is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its properties, assets or operations. 22. The Investment Adviser has been duly organized as a limited partnership under the laws of the State of Delaware, with power and authority to conduct its business as described in the Registration Statement and in the Prospectus. 23. The Investment Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is not prohibited by the Advisers Act or the Investment Company Act, or the rules and regulations of the Commission under the Advisers Act or the Investment Company Act, from acting under the Investment Advisory Agreement for the Fund as contemplated by the Registration Statement and the Prospectus. 24. The Purchase Agreement and the Advisory Agreement have been duly authorized, executed and delivered by the Investment Adviser, and the Advisory Agreement constitutes a valid and binding obligation of the Investment Adviser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights and to general equity principles. We have endeavored to see that the Registration Statement and the Prospectus comply with the 1933 Act and the Investment Company Act and the Rules and Regulations relating to registration statements on Form N-2 and related prospectuses, but we cannot, of course, make any representation to you as to the accuracy or completeness of statements of fact contained in the Registration Statement or in the Prospectus. Nothing, however, has come to our attention that has caused us to believe that the Registration Statement or any amendment thereto, including the Rule 430A Information and Rule 434 Information (if applicable), (except for financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom and information contained therein under the captions "Risk Factors and Special Considerations - Arizona Municipal Bonds," "Investment Objective and Policies - Risk Factors and Special Considerations Relating to Arizona Municipal Bonds" and in Appendix A entitled "Economic and Other Conditions in Arizona,", as to which we make no statement), at the time such Registration Statement or any such amendment was declared effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom and information contained therein under the captions "Risk Factors and Special Considerations - Arizona Municipal Bonds," "Investment Objective and Policies - Risk Factors and Special Considerations Relating to Arizona Municipal Bonds" and in Appendix A entitled "Economic and Other Conditions in Arizona," as to which we make no statement), at the time the Prospectus was issued, at the time any such amended or supplemented prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates and written statements of responsible officers of and accountants for the Fund, the Investment Adviser and Princeton Services and of public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). Exhibit B FORM OF OPINION OF THE GENERAL COUNSEL OR SENIOR ATTORNEY OF THE INVESTMENT ADVISER TO BE DELIVERED PURSUANT TO SECTION 6(c) To the best of my knowledge and information, neither the execution and delivery of the Purchase Agreement or the Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of, any of the terms and provisions of, or constitute, with or without the giving of notice or the lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which the Investment Adviser is bound, or any law, order, rule or regulation applicable to the Investment Adviser of any jurisdiction, court, Federal or state

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ CARIBOU BIOSCIENCES, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & COBOFA SECURITIES, INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory By CITIGROUP GLOBAL MARKETS INC. By SVB LEERINK LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number BofA Securities, Inc. [●] Citigroup Global Markets Inc. [●] SVB Leerink LLC [●] Total [●] 1. The Company is selling [●] shares of Option Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[●]. Written Testing-the-Waters Communication FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS PURSUANT TO SECTION 5(i) BofA Securities, Inc. Citigroup Global Markets Inc. SVB Leerink LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ Lynch▇▇▇▇ ▇▇▇ ▇▇▇▇, Pierce, F▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & SCitigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SVB Leerink LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Caribou Biosciences, Inc. Total 9,500,000 1,425,000Dear Ladies and Gentlemen: The undersigned, a stockholder and/or a stock option holder and/or an officer and/or a director, as applicable, of Caribou Biosciences, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc., Citigroup Global Markets Inc. and SVB Leerink LLC (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the other underwriters party thereto providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a stockholder and/or a stock option holder and/or an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives as described below, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority by will or intestacy to ownthe undersigned’s legal representative, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.heir or legatee; or (iii) The Company is duly by operation of law, such as pursuant to a qualified as domestic order or in connection with a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.divorce settlement; or (iv) The authorized, issued and outstanding capital stock to any trust for the direct or indirect benefit of the Company is as set forth in undersigned or the Prospectus in immediate family of the column entitled undersigned (for purposes of this lock-up agreement, “Actualimmediate family” under the caption “Capitalization” (except for subsequent issuancesshall mean any relationship by blood, if anymarriage or adoption, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectusnot more remote than first cousin); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.or (v) The Securities have been duly authorized for issuance and sale as a distribution to limited partners, limited liability company members or stockholders of the undersigned or other equity holders of the undersigned; or (vi) to the Underwriters undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, the undersigned may: (i) sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (A) such sales are not required to be reported in any public report or filing with the SEC, or otherwise, and (B) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales; or (ii) exercise options to purchase shares of Common Stock granted pursuant to the Purchase Agreement andCompany’s equity incentive plans by way of cash or “net” or “cashless” exercise, when issued or exchange or convert any Lock-Up Securities convertible or exchangeable for shares of Common Stock, in each case, outstanding as of the date of the final prospectus for this Public Offering and delivered by as described therein; provided that (A) any exercise or settlement does not involve a transfer of Lock-Up Securities to any person or entity other than the Company Company, whether to cover the applicable exercise price, withholding tax obligation or otherwise, (B) any shares of Common Stock received upon such exercise, settlement, exchange or conversion shall be subject to all of the restrictions set forth in this lock-up agreement, (C) if required, any public report or filing under [Section 13 and/or] Section 16 of the Exchange Act shall clearly indicate in footnotes thereto that such transfer is being made pursuant to the Purchase Agreement against payment circumstances described in this clause (ii), that no shares were sold by the reporting person and that the shares received upon exercise of the consideration stock option are subject to a lock-up agreement with the underwriters, and (D) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfer that is not otherwise required; or (iii) transfer Lock-Up Securities (including without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of shares of Common Stock or other securities in connection with such transaction) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s share capital involving a Change of Control (as defined below) of the Company that has been approved by the board of directors of the Company; provided that (A) all Lock-Up Securities held by the undersigned that are not transferred pursuant to such tender offer, merger, consolidation or other similar transaction shall remain subject to all of the restrictions set forth in this lock-up agreement, (B) in the Purchase Agreementevent that such tender offer, will be validly issued and fully paid and nonmerger, consolidation or other such transaction is not completed, the Lock-assessable and no holder Up Securities held by the undersigned shall remain subject to all of the Securities restrictions set forth in this lock-up agreement, and (C) for purposes of this paragraph, “Change of Control” shall mean the transfer in connection with a consummation of any bona fide third-party tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, to a “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons (other than an underwriter pursuant to the Public Offering), of the Company’s voting securities if, the result of which is that person or will be subject to personal liability by reason group of being such a holder.persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 51% of the total voting power of the voting securities of the Company (or the surviving entity); or

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact acting for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II CARBONITE, INC. By: _______________________________________ Name: Title: ▇▇▇▇▇ ▇▇▇▇▇▇, as Attorney-in-Fact By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto ▇▇▇▇▇▇▇▇ SHEER, as Attorney-in-Fact By: Name: ▇▇▇▇▇▇▇▇ Sheer Title: Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory Name: Title: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: Name: Title: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Canaccord Genuity Inc. ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. Pacific Crest Securities Inc. Total [•] Number of Initial Securities to be Sold by the Company: [•] Number of Initial Securities to be Sold by the Selling Shareholders: Name of Selling Shareholder Initial Securities to be Sold [•••] Total [•] 1. The Company is selling [•] shares of Common Stock. 2. The Selling Shareholders are selling [•] shares of Common Stock. 3. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Stock. 4. The initial public offering price per share for the Securities shall be $[•]. 5. [•] [•••] - All directors and officers of the Company: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Sheer ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - All Selling Shareholders identified on Schedule B to the Underwriting Agreement: - All persons and entities listed below: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement Re: Proposed Public Offering by Carbonite, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder, officer or director of Carbonite, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and certain selling stockholders listed therein providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and to act as representatives of the several underwriters to be named in the Underwriting Agreement. In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer or director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The restrictions set forth herein shall not apply to: (i) The Company has been duly incorporated and is validly existing transfers of shares of Common Stock or any security convertible into Common Stock as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; (ii) The Company has corporate power and authority transfers of shares of Common Stock or any security convertible into Common Stock to ownany trust, lease and operate its properties and to conduct its business as described in family limited partnership or similar entity for the Prospectus and to enter into and perform its obligations under direct or indirect benefit of the Purchase Agreement.undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether transfers by reason of the ownership testate succession or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.intestate distribution; (iv) The authorized, issued and outstanding capital stock transfers of shares of Common Stock or any security convertible into Common Stock as a distribution to limited partners or stockholders of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; (v) The Securities have been duly authorized for issuance and sale transfers of shares of Common Stock or any security convertible into Common Stock to the Underwriters undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or (vi) any shares of Common Stock to be sold by the undersigned pursuant to and to the Purchase Agreement and, when issued and delivered extent permitted by the Company pursuant Underwriting Agreement. provided that, with respect to clauses (i) through (v) above, (1) the Purchase Agreement against payment Representatives receive a signed lock-up agreement for the balance of the consideration set forth lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder accordance with Section 16 of the Securities is Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise, and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act on or after the date hereof; provided that such plan does not provide for the transfer of Lock-Up Securities during the lock-up period set forth herein. Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day lock-up period, the Company announces that it will be subject to personal liability by reason release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of being such a holder.the 180-day lock-up period,

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Banks and the Company Selling Shareholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION FARMERS CAPITAL BANK CORPORATION II Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Title: President and CEO FARMERS BANK & CAPITAL TRUST COMPANY Name: Title: UNITED BANK & TRUST COMPANY Name: Title: FIRST CITIZENS BANK Name: Title: CITIZENS BANK OF NORTHERN KENTUCKY, INC. Name: Title: UNITED STATES DEPARTMENT OF THE TREASURY, as Selling Shareholder Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: By: [ ] By:____________________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED Authorized Signatory By: [ ] By:____________________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth in Schedule B less $[ ] per share. Name of Underwriter Number of Initial Securities Number of Option Total 30,000 1. The initial public offering price per share for the Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delawareshall be $[ ]. (ii) 2. [The Company has corporate power and authority number of Securities to ownbe sold by the Selling Shareholder shall be [ ].]1 3. The settlement date / Closing Time shall be , lease and operate its properties and 2012. 1 Include if the number of Securities to conduct its business as described be sold by the Selling Shareholder differs from the number specified in the Prospectus and to enter into and perform its obligations under the Purchase Agreementred. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.1. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS]

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company UBS Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company UBS Entities in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II UBS AG By: _______________________________________ -------------------------------------- Name: Title: CONFIRMED AND ACCEPTEDBy: -------------------------------------- Name: Title: UBS PREFERRED FUNDING COMPANY LLC - By: -------------------------------------- Name: Title: UBS PREFERRED FUNDING TRUST - By: UBS PREFERRED FUNDING COMPANY LLC -, as Grantor By: -------------------------------------- Name: Title: Confirmed and Accepted, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For UBS WARBURG LLC Acting on behalf of itself and as Representative of the other Underwriters named in Schedule A hereto. By: UBS WARBURG LLC By: ----------------------------- Name: Title: By: ----------------------------- Name: Title SCHEDULE A Number of Name of Underwriter Number Preferred Securities ------------------- -------------------- UBS Warburg LLC [insert names of Initial other underwriters] ----------------- TOTAL ================= SCHEDULE B 1. The initial public offering price per security for the Trust Preferred Securities, determined as provided in said Section 2, shall be $[1000] [25]. 2. The purchase price per security for the Trust Preferred Securities Number to be paid by the several Underwriters shall be $[1000] [25], being an amount equal to the initial public offering price set forth above. 3. The compensation per Trust Preferred Security to be paid by the Trust to the several Underwriters in respect of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000their commitments hereunder shall be $[ ] per Trust Preferred Security (or $[ ] in the aggregate). EXHIBIT A FORM OF OPINION OF SWISS COUNSEL (i) 1. The Company Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of DelawareSwitzerland. (ii) 2. The Company Guarantor has the corporate power and authority to ownexecute and deliver each of the UBS Documents and to perform its obligations under each of these agreements. 3. The Guarantor has taken all necessary corporate action to authorize the execution and delivery by the Guarantor of each of the UBS Documents and the performance by the Guarantor of its obligations under each of these agreements. 4. The Underwriting Agreement, lease Guarantee, Subordinated Notes and operate Administration Agreement have been duly executed and delivered by the Guarantor and the choice of New York law as the law expressed to be governing each of these agreements or documents will be recognized under the laws of Switzerland. Accordingly, (i) New York law will determine the validity, binding nature and enforceability of each of these agreements or documents, and (ii) these agreements or documents will, according to the courts of Switzerland duly applying New York law, constitute valid and legally binding obligations of the parties thereto, enforceable against the parties thereto in accordance with their terms. 5. The LLC Agreement has been duly executed and delivered by the Guarantor and the choice of Delaware law as the law expressed to be governing the LLC Agreement will be recognized under the laws of Switzerland. Accordingly, (i) Delaware law will determine the validity, binding nature and enforceability of the LLC Agreement and (ii) the LLC Agreement will, according to the courts of Switzerland duly applying Delaware law, constitute valid and legally binding obligations of the parties thereto, enforceable against the parties thereto in accordance with their respective terms. 6. The execution and delivery by the Guarantor and the other parties thereto of each of the UBS Documents and the performance by the Guarantor and the other parties thereto of their respective obligations under each of the UBS Documents do not and will not conflict with or result in a breach of any provision of the laws of Switzerland or of the Articles of Association. 7. No license, authorization, permission or consent from any public authority or governmental agency of Switzerland is required by the laws of Switzerland for the valid execution and delivery by the Guarantor and the other parties thereto of each of the UBS Documents or for the performance by the Guarantor and the other parties thereto of their respective obligations under each of the UBS Documents. 8. In order to insure the legality, validity, enforceability or admissibility in evidence of each of the UBS Documents, it is not necessary that they be filed or recorded with any public office in Switzerland. 9. No exchange control regulations are currently in force in Switzerland and no authorization, approval, consent or license of any governmental authority or agency of or in Switzerland is required for the payment by the Trust of any amounts pursuant to the terms of the Trust Preferred Securities or for the payment by the Guarantor of any amount pursuant to the terms of the Guarantee or the Subordinated Notes. 10. The Guarantor can sue and be sued in its properties own name. 11. It is not necessary that ▇▇lmington Trust Company, acting in its capacity as the Guarantee Trustee under the Guarantee, should be licensed, qualified or otherwise entitled to carry on business in Switzerland (i) in order to enable it to enforce its rights, or exercise any power, duty or obligation conferred or imposed on it, under the Guarantee (including, without limitation, its right to bring a claim or a proceeding on behalf of the Holders (as defined in the Guarantee) in a court of competent jurisdiction in Switzerland to enforce the obligations of the Guarantor thereunder) or (ii) by reason of the execution of the Guarantee by the Guarantee Trustee or of the performance by the Guarantee Trustee of its obligations thereunder. 12. To our knowledge, there is no pending or threatened action, suit or proceeding before any Swiss canton or federal, or any other (whether or not in Switzerland) court or governmental agency, authority or body involving the UBS Entities or any of their subsidiaries of a character required to be disclosed in the Prospectus (including any material incorporated therein), that is not adequately disclosed as required. EXHIBIT B FORM OF OPINION OF SULLIVAN & CROMWELL 1. The Guarantee and the Trust Agreement ▇▇▇▇ ▇▇ch ▇▇▇▇ ▇▇▇lified under the 1939 Act. 2. None of the UBS Entities is, or after giving effect to the offering and sale of the Securities and the application of the net proceeds therefrom as described in the Prospectus will be, required to be registered as an "investment company" under the 1940 Act. 3. No consent, approval, authorization or order of any court or governmental agency or body of the federal government of the United States or the State of New York is required for the issuance and sale of the Securities by the UBS Entities and the compliance by the UBS Entities with the provisions of each of the Transaction Documents to which they are party have been obtained or made except as have been obtained. 4. The statements in the Prospectus under the captions "Prospectus Summary", "UBS Preferred Funding Trust -", "UBS Preferred Funding Company LLC -", "Description of Trust Preferred Securities", "Description of Company Preferred Securities", "Description of UBS AG Subordinated Guarantee" and "Description of Subordinated Notes of UBS AG", insofar as such statements purport to constitute a summary of the terms of any of the Transaction Documents, constitute accurate summaries thereof in all material respects. 5. We hereby confirm, subject to the qualifications set forth herein, the statements in the Prospectus under the caption "U.S. Tax Considerations" are an accurate summary of the U.S. federal income tax matter described therein. 6. The Registration Statement and the Prospectus (including all material incorporated by reference therein but other than the reports of experts pertaining to the financial statements and the financial statements and other financial and statistical information contained therein, as to which we express no opinion), comply as to form in all material respects with the applicable requirements of the 1933 Act, the 1939 Act, the 1933 Act Regulations and the 1939 Act Regulations. 7. The consummation of the transactions contemplated in the Transaction Documents and the compliance with the terms thereof do not and will not violate any existing applicable New York or federal law, rule or regulation; provided, however, that, for purposes of this paragraph, we express no opinion with respect to Federal or state securities laws, other antifraud laws and fraudulent transfer laws; provided, further, that insofar as performance by the UBS Entities of their obligations under each of the Transaction Documents is concerned, we express no opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor's rights and relating to general equitable principles. 8. To our knowledge, there is no pending or threatened action, suit or proceeding before any New York or U.S. federal court or governmental agency, authority or body involving the UBS Entities or any of their subsidiaries of a character required to be disclosed in the Prospectus that is not adequately disclosed as required. 9. Assuming due authorization, execution and delivery by each of the parties thereto, the Underwriting Agreement, the Trust Agreement, the Subordinated Notes Purchase Agreement and the Administration Agreement constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 10. Assuming due authorization, execution and delivery by each of the parties thereto, the Underwriting Agreement, the LLC Agreement and the Trust Agreement constitute valid and binding agreements of the Trust, enforceable against the Trust in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 11. Assuming due authorization, execution and delivery by each of the parties thereto, the Guarantee constitutes a valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 12. No facts have come to our attention that would lead us to believe that the Registration Statement (including all material incorporated by reference therein but except for financial statements and schedules and other financial data included therein, as to which we have not been asked to comment), at the time it became effective or at the date hereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (including all material incorporated by reference therein but except for financial statements and schedules and other financial data therein, as to which we have not been asked to comment), as of the date of such Prospectus and at the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. EXHIBIT C FORM OF OPINION OF DELAWARE COUNSEL TO THE UBS ENTITIES 1. The Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware LLC Act. 2. Under the LLC Agreement and the Delaware LLC Act, the Company has all necessary limited liability company power and authority to conduct its business as described in the Prospectus Prospectus, to execute and deliver the Underwriting Agreement, the Trust Agreement and the Administration Agreement, and to enter into and perform its obligations under the Purchase Agreementeach such agreement. (iii) 3. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, Preferred Securities issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company Trust have been duly authorized and validly issued and and, subject to the qualifications set forth in the following paragraph, are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued nonassessable limited liability company interests in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. 4. The Trust, as a member of the Company, shall not be obligated personally for any of the debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise solely by reason of being a member of the Company, except as the Trust may be obligated to make payments provided for in the LLC Agreement and to repay any funds wrongfully distributed to it. 5. The provisions of the LLC Agreement, including the terms of the Company Preferred Securities, are permitted under the Delaware LLC Act. 6. The LLC Agreement constitutes a legal, valid and binding agreement of the Guarantor and the Trust, and is enforceable against the Guarantor and the Trust in accordance with its terms. 7. Under the LLC Agreement and the Delaware LLC Act, the Company has taken all necessary limited liability company action to authorize the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the Company Preferred Securities, and to perform its obligations thereunder. 8. The issue and sale by the Company of the Company Preferred Securities to the Trust pursuant to the LLC Agreement and the Underwriting Agreement, and the performance by the Company of its obligations under each of the Transaction Documents to which it is a party, will not violate (vi) The Securities have been duly authorized for any Delaware statute, rule or regulation, or (ii) the Certificate of Formation of the Company or the LLC Agreement. 9. No consent, approval, authorization, order, registration, filing or qualification of or with any Delaware court or Delaware governmental agency or body is required solely in connection with (i) the issuance and sale by the Company of the Company Preferred Securities to the Underwriters pursuant Trust as contemplated by the Prospectus, or (ii) the execution, delivery and performance by the Company of any of the Transaction Documents to which it is a party. 10. Under the Purchase LLC Agreement andand the Delaware LLC Act, the issuance by the Company of the Company Preferred Securities is not subject to any preemptive purchase rights of any person. 11. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Trust Act. 12. Under the Trust Agreement and the Delaware Trust Act, the Trust has all necessary trust power and authority to conduct its business as described in the Prospectus, to execute and deliver each of the Transaction Documents to which it is a party, and to perform its obligations under each such agreement. 13. The provisions of the Trust Agreement, including the terms of the Trust Preferred Securities, are permitted under the Delaware Trust Act. 14. The Trust Agreement constitutes a legal, valid and binding agreement of the Company and the Trustee and is enforceable against the Company and the Trustee in accordance with its terms. 15. The Trust Preferred Securities are duly authorized by the Trust Agreement and when authenticated, issued and delivered by in accordance with the Company pursuant Trust Agreement, the Trust Preferred Securities will be duly and validly issued and, subject to the Purchase Agreement against payment of the consideration qualifications set forth in the Purchase Agreementfollowing paragraph, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 16. The holders of Trust Preferred Securities, in their capacity as such, will be validly issued and fully paid and non-assessable and no holder entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the Securities is or will State of Delaware. We note that the holders may be subject obligated to personal liability make payments as set forth in the Trust Agreement. 17. Under the Trust Agreement and the Delaware Trust Act, the execution and delivery by reason of being such a holder.the Tr

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. By Title: _______________________________________ TitleName: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By For itself and as Representative of the other Underwriters named in Schedule A hereto. UBS SECURITIES LLC By: UBS SECURITIES LLC By By For itself and as Representative of the other Underwriters named in Schedule A hereto. ▇▇▇▇▇ FARGO SECURITIES, LLC By: ▇▇▇▇▇ FARGO SECURITIES, LLC By For itself and as Representative of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ • ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ • ], being an amount equal to the initial public offering price set forth above less $[ • ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[ • ] UBS Securities LLC [ • ] ▇▇▇▇▇ Fargo Securities, Inc. LLC [ • ] RBC Capital Markets, LLC [ • ] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [ • ] Total 9,500,000 1,425,000[ • ] (i) 1. The Company is selling [ • ] shares of Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws not jointly, to purchase up to an additional [ • ] shares of the State of DelawareCommon Stock. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except initial public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[ • ]. [None.] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II INTERCEPT PHARMACEUTICALS, INC. By: _______________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: _______________________________________ M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED Name: Title: Authorized Signatory For itself and themselves as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[___]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[__], being an amount equal to the public offering price set forth above less $[___] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapitalCitigroup Global Markets Inc. BMO Capital Markets Corp. N▇▇▇▇▇▇ & Company, LLC Wedbush Securities Inc. Total 9,500,000 1,425,000J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Total (i) 1. The Company is selling [_____] shares of Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws not jointly, to purchase up to an additional [_____] shares of the State of DelawareCommon Stock. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[___].

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ GOSSAMER BIO, INC. By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: EVP & General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: M▇BofA SECURITIES, INC. SVB LEERINK LLC ▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. MBy: BofA SECURITIES, INC. By /s/ ▇▇▇▇ ▇▇▇▇ By: SVB LEERINK LLC By /s/ ▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ LYNCH, PIERCE, F& CO. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name SCHEDULE A The public offering price of Underwriter Number the Securities shall be 100% of Initial the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Underwriters for the Securities Number shall be 97.0% of Option the principal amount thereof. The interest rate on the Securities Mshall be 5.00% per annum. BofA Securities, Inc. 75,000,000 SVB Leerink LLC 75,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch& Co 40,000,000 10,000,000 SMBC Nikko Securities America, PierceInc. Total 200,000,000 SCHEDULE B Final Term Sheet Free Writing Prospectus dated May 18, F2020 SCHEDULE C The information in this pricing term sheet relates only to the Common Stock Offering and the Convertible Notes Offering (together, the “Offerings”) and supplements Gossamer Bio, Inc.’s (i) preliminary prospectus supplement, dated May 18, 2020 (the “Common Stock Preliminary Prospectus Supplement”) and (ii) preliminary prospectus supplement, dated May 18, 2020 (the “Convertible Notes Preliminary Prospectus Supplement” and, together with the Common Stock Preliminary Prospectus, the “Preliminary Prospectus Supplements”), and supersedes the information in the applicable Preliminary Prospectus Supplement to the extent inconsistent with the information in that Preliminary Prospectus Supplement. Neither the Common Stock Offering nor the Convertible Notes Offering is contingent on the completion of the other Offering. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the applicable Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Gossamer Bio, Inc. and not to its subsidiaries. Issuer Gossamer Bio, Inc. Ticker / Exchange for Common Stock ▇▇▇▇ / The Nasdaq Global Select Market (“Nasdaq”). Pricing Date May 18, 2020. Trade Date May 19, 2020. Settlement Date May 21, 2020. Total Transaction Size Approximately $325.0 million in gross proceeds from the Common Stock Offering and Convertible Notes Offering (or approximately $373.8 million if the underwriters’ option to purchase additional shares of Common Stock and over-allotment option for additional Notes are both exercised in full). The Common Stock Offering and the Convertible Notes Offering are not cross-conditional. Shares Offered 9,433,963 shares. Option to Purchase Additional Shares of Common Stock 1,415,094 shares. Common Stock Outstanding After the Common Stock Offering 75,772,164 shares (or 77,187,258 shares, if the underwriters exercise their option to purchase additional shares in full) based on 66,338,201 shares of common stock outstanding as of March 31, 2020. Public Offering Price $13.25 per share of Common Stock. Underwriting Discount $0.795 per share of Common Stock. Approximately $7.5 million in the aggregate (or approximately $8.6 million in the aggregate if the underwriters exercise their option to purchase additional shares in full). Use of Proceeds We estimate that the net proceeds to us from the Common Stock Offering will be approximately $117.0 million (or approximately $134.6 million if the underwriters fully exercise their option to purchase additional Common Stock), after deducing the underwriting discounts and commissions and our estimated offering expenses. We intend to use the combined net proceeds from the Common Stock Offering and the Convertible Notes Offering to fund research and development of our product candidates and development programs and for working capital and general corporate purposes. Book-Running Managers BofA Securities, Inc. SVB Leerink LLC Evercore Group L.L.C. Barclays Capital Inc. Cantor ▇▇▇▇▇▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.Co.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Enbridge Parties in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Midcoast Holdings, L.L.C., as general partner By: Name: Title: By: Name: Title: By: Midcoast OLP GP, L.L.C., as general partner By: Name: Title: By: Name: Title: By: Enbridge Energy Management, L.L.C., as delegate of Enbridge Energy Company, Inc., as general partner By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory [ ] ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED] By [ ] By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per Class A Common Unit for the Securities shall be $[ ]. The purchase price per Class A Common Unit for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per Class A Common Unit, subject to adjustment in accordance with Section 2(b) for distributions declared by the Partnership and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[ ] Total 1. The Partnership is selling [ ] Class A Common Units. 2. The Partnership has granted an option to the Underwriters, Inc. Total 9,500,000 1,425,000severally and not jointly, to purchase up to an additional [ ]Class A Common Units. 3. The initial public offering price per Class A Common Unit shall be $[ ]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] [Enbridge Energy Partners, L.P. Enbridge Energy Management, L.L.C. Midcoast Holdings, L.L.C. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇ E. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇] [To be provided to the Underwriters] [To be provided to the Underwriters] [To be provided to the Underwriters] ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as Representative of the several Underwriters to be named in the within mentioned Underwriting Agreement Re: Proposed Public Offering by Midcoast Energy Partners, L.P. Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Midcoast Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and Midcoast Holdings, L.L.C., a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and certain of their affiliates, providing for the public offering of Class A common units representing limited partner interests in the Partnership (the “Common Units”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, directly or indirectly, (i) The Company 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 for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in good standing connection therewith, under the laws Securities Act of the State of Delaware. 1933, as amended, or (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredeconomic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by reason delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ receives a signed lock-up agreement for the balance of the ownership lockup period from each donee, trustee, distributee, or leasing of property or transferee, as the conduct of businesscase may be, except where the failure so to qualify or (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder accordance with Section 16 of the Securities is Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: • as a bona fide gift or gifts; or • to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or • as a distribution to limited partners or stockholders of the undersigned; or • to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, the undersigned may sell Common Units purchased by the undersigned on the open market following the public offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day lock-up period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (2) prior to the expiration of the 180-day lock-up period, the Partnership announces that it will be subject to personal liability by reason release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of being such a holder.the 180-day lock-up period,

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II HCA HOLDINGS, INC. By: _______________________________________ Name: Title: HERCULES HOLDING II, LLC By: Name: Title: [SELLING SHAREHOLDERS] By: As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED CITIGROUP GLOBAL MARKETS INC. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory By: CITIGROUP GLOBAL MARKETS INC. By: By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. By: BARCLAYS CAPITAL INC., as Qualified Independent Underwriter By: The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCitigroup Global Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ▇▇▇▇▇ Fargo Securities, LLC Credit Agricole Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC RBS Securities Inc. SMBC Nikko Capital Markets Limited SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. Avondale Partners, LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated ▇▇▇▇▇ and Company, LLC CRT Capital Group LLC Lazard Capital Markets LLC Leerink ▇▇▇▇▇ LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Susquehanna Financial Group, LLLP Total 9,500,000 1,425,000HCA Holdings, Inc. Hercules Holding II, LLC [Selling Shareholders] Total 1. The Company and certain Selling Shareholders are selling [•] shares of Common Stock. 2. The Selling Shareholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. [•], 2011 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, CITIGROUP GLOBAL MARKETS INC. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by HCA Holdings, Inc. Dear Sirs: The undersigned, a stockholder [and an officer and/or director] of HCA Holdings, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Citigroup Global Markets Inc. (“CGMI”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) propose to enter into a Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during a period of 180 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of any two of ▇▇▇▇▇▇▇ ▇▇▇▇▇, CGMI and ▇.▇. ▇▇▇▇▇▇, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, CGMI and ▇.▇. ▇▇▇▇▇▇ provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇, CGMI and ▇.▇. ▇▇▇▇▇▇ receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities Exchange Commission, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) as a distribution to limited partners, members or stockholders of the undersigned; or (iv) to the undersigned’s affiliates or to any investment fund or other entity controlled by the undersigned. Furthermore, the undersigned may (1) sell shares of Common Stock of the Company has corporate power purchased by the undersigned on the open market following the Public Offering if and authority only if (i) such sales are not required to ownbe reported in any public report or filing with the Securities Exchange Commission, lease or otherwise and operate its properties and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales or (2) exercise options to conduct its business as described purchase shares of Common Stock or receive shares of Common Stock upon the vesting of restricted stock awards in each case pursuant to employee benefit plans disclosed in the Prospectus and effect the related transfer of shares of Common Stock to enter into and perform its obligations the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such shares of Common Stock under such restricted stock awards. Notwithstanding the Purchase Agreement.foregoing, if: (iii1) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason during the last 17 days of the ownership 180-day lock-up period, the Company issues an earnings release or leasing of property material news or a material event relating to the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.Company occurs; or (iv2) The authorized, issued and outstanding capital stock prior to the expiration of the 180-day lock-up period, the Company is as set forth in announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus in 16-day period beginning on the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock last day of the Company have been duly authorized and validly issued and are fully paid and non180-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or byday lock-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.up period,

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II E2OPEN, INC. By: _______________________________________ Name: Title: SELLING STOCKHOLDERS By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Attorney-in-Fact By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Attorney-in-Fact By: Name: ▇▇▇▇▇ ▇▇▇▇ Title: Attorney-in-Fact CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Name: Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the public offering price set forth above less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalPacific Crest Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Canaccord Genuity Inc. ▇▇▇▇▇▇▇ & Company, LLC Total 1. The Company is selling [ ] shares of Common Stock. 2. The Selling Stockholders are selling [ ] shares of Common Stock. 3. The Selling Stockholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of Common Stock. 4. The public offering price per share for the Securities shall be $[ ]. None. , 2014 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Representative of the several Underwriters to be named in the within-mentioned Underwriting Agreement ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by E2open, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder, officer and/or director of E2open, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of the Company arising by operation of law entity controlled or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered managed by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderundersigned.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the representative or the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II GROCERY OUTLET HOLDING CORP. By Name: Title: H&F GLOBE INVESTOR LP By: _______________________________________ H&F GLOBE INVESTOR GP, LLC, its general partner By: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ CAPITAL PARTNERS VII (PARALLEL), L.P., its managing member By: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ INVESTORS VII, L.P., its general partner By: H&F CORPORATE INVESTORS VII, LTD., its general partner By: Name: Title: By As Attorney-in-Fact acting on behalf of the Selling Shareholders (other than H&F Globe Investor LP) named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. By ▇▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. MLLC By DEUTSCHE BANK SECURITIES INC. By By ▇▇▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. [●] ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & SCo. LLC [●] Deutsche Bank Securities Inc. [●] ▇▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapitalLLC [●] Total [●] ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc. Total 9,500,000 1,425,000▇▇. [●] 0 ▇. ▇▇▇▇▇▇▇▇▇ Read, Jr. [●] 0 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ [●] 0 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [●] 0 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [●] 0 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Jr., 2011 GRAT Residue Trust [●] 0 ▇▇▇▇▇▇▇▇ Read ▇▇▇▇▇▇ 2015 Trust dated January 23, 2015 [●] 0 ▇▇▇▇▇▇▇▇ Revocable Trust u/a/d 2/14/06 [●] 0 ▇▇▇▇▇▇▇▇ Family Trust [●] 0 H&F Globe Investor LP [●] [●] (i) 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws Selling Shareholders are selling [●] shares of the State of DelawareCommon Stock. (ii) The Company 2. H&F Globe Investor LP has corporate power granted an option to the Underwriters, severally and authority not jointly, to own, lease and operate its properties and purchase up to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreementan additional [●] shares of Common Stock. (iii) 3. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except initial public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[●]. None. H&F Globe Investor ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Jr., 2011 GRAT Residue Trust Nordlingen Trust ▇▇▇▇▇▇▇ Trust Tuckernuck Limited Partnership ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Read ▇▇▇▇▇▇ 2015 Trust dated January 23, 2015 ▇▇▇▇▇▇▇▇ Revocable Trust ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Family Trust ▇▇▇▇▇▇▇▇ Irrevocable Trust u/a/d 5/12/17 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Revocable Trust u/a/d 2/14/06 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Separate Property Trust ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ GALERA THERAPEUTICS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & COBOFA SECURITIES, INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory By CITIGROUP GLOBAL MARKETS INC. By CREDIT SUISSE SECURITIES (USA) LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being the amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number BofA Securities, Inc. [●] Citigroup Global Markets Inc. [●] Credit Suisse Securities (USA) LLC [●] BTIG, LLC [●] Total [●] 1. The Company is selling [●] shares of Option Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[●]. [●] Written Testing-the-Waters Communications Presentations dated April 25, 2019. Presentations dated September 27, 2019. ▇▇▇ ▇▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇. ▇▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dyrberg ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. Total 9,500,000 1,425,000Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC as representatives of the several underwriters c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Galera Therapeutics, Inc. Dear Sirs/Madams: The undersigned, a stockholder and/or officer and/or director of Galera Therapeutics, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofAS”), Citigroup Global Markets Inc. (“Citi” and, together with BofAS, the “Lock-Up Representatives”) and Credit Suisse Securities (USA) LLC propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the other underwriters party thereto providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or officer and/or director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Lock-Up Representatives, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for shares of the Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of the Common Stock or other securities, in cash or otherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). If the undersigned is an officer or director of the Company, (1) the Lock-Up Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Lock-Up Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Lock-Up Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or otherwise dispose of the Lock-Up Securities without the prior written consent of the Lock-Up Representatives, provided that (1) the Lock-Up Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) (A) in the case of clauses (i) through (v) below and (xii) below, such transfers are not dispositions for value, (B) in the case of clauses (i) through (iv) below and (xii) below, such transfers are not required to be reported with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (C) in the case of clauses (v) through (ix) below, any such required Form 4 shall state the reason for such transfer, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts, including to a trust or other entity established for charitable purposes; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited or general partners, whether by reason stockholders or other equity holders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity that, directly or indirectly, controls or manages, is controlled or managed by, or is under common control or management with, the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; or (v) The Securities have been duly authorized for issuance and sale by will or intestacy; or (vi) to the Underwriters Company in connection with the exercise of options, warrants or other rights to acquire shares of Common Stock or any security convertible into or exercisable for shares of Common Stock of the Company by way of net exercise and/or to cover withholding tax obligations in connection with such exercise pursuant to an employee benefit plan, option, warrant or other right disclosed in the Purchase Agreement andprospectus for the Public Offering, when provided that any such shares of the Common Stock issued and delivered by upon exercise of such option, warrant or other right shall be subject to the restrictions set forth herein; or (vii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; or (viii) to the Company pursuant to agreements under which the Purchase Agreement against payment Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares upon termination of service of the consideration set forth in undersigned; or (ix) pursuant to the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder automatic conversion of outstanding preferred shares of the Securities is or will Company into shares of the Common Stock of the Company in connection with the Public Offering, provided that the shares of the Common Stock received upon such conversion shall be subject to personal liability the restrictions set forth herein; or (x) to any nominee or custodian of a person or entity to whom a transfer or disposition would be permissible under clauses (i) through (ix) above; or (xi) to a bona fide third party pursuant to a merger, consolidation, tender offer or other similar transaction made to all holders of shares of the Common Stock and involving a Change of Control (as defined below) of the Company and approved by reason the Company’s board of being directors; provided that, in the event that such Change of Control is not completed, the undersigned’s Lock-Up Securities shall remain subject to the restrictions contained herein, provided further that any shares of the Common Stock not transferred in such merger, consolidation, tender offer or other transaction shall remain subject to the restrictions contained herein. “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a holder.series of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity); or

Effect of Headings. The Section section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByBy Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory BOFA SECURITIES, INC. By: By: SVB LEERINK LLC By: By: RBC CAPITAL MARKETS, LLC By: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. SVB Leerink LLC RBC Capital Markets, LLC ▇▇▇▇▇▇▇▇▇▇▇ Lynch& Co. Inc. Total 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, Pierceseverally and not jointly, Fto purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Written Testing-the-Waters Communications Testing the Waters Presentation dated September 2019 Testing the Waters Presentation dated October 2019 Form of Lock-Up from Directors, Officers or other Stockholders BofA Securities, Inc. SVB Leerink LLC RBC Capital Markets, LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o SVB Leerink LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ c/o RBC Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 Re: Proposed Public Offering by 89bio, Inc. Total 9,500,000 1,425,000 Ladies and Gentlemen: The undersigned, a securityholder, an officer and/or a director, as applicable, of 89bio, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofAS”), SVB Leerink LLC (“SVB Leerink”) and RBC Capital Markets, LLC (“RBC,” and, collectively with BofAS and SVB Leerink, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share ( “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder, an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) The Company directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in good standing connection therewith, under the laws Securities Act of the State of Delaware. 1933, as amended, or (ii) The enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Common Stock the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has corporate power agreed, or will agree, in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and authority (ii) the transferee has agreed in writing to ownbe bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, lease and operate its properties subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives: (1) as a bona fide gift or gifts, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (2) by will or intestate succession upon the death of the undersigned, including to conduct its business the transferee’s nominee or custodian, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) if required, any public filing or report under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the Lock-Up Period shall clearly indicate in the footnotes thereto that the such transfer is being made pursuant to the circumstances described in this clause, and (iv) no public filings or reports regarding such transfers shall be otherwise voluntarily effected during the Lock-Up Period; (3) to the immediate family of the undersigned or any trust, partnership or similar entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or if the undersigned is a trust, to any beneficiary of the undersigned (including such beneficiary’s estate), provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (4) if the undersigned is a non-natural person, as a distribution to limited partners, general partners, limited liability company members, stockholders or other equity holders of the undersigned, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (5) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (6) to the Company upon exercise of any right in respect of any option granted under any incentive plan of the Company described in the final prospectus relating to the Public Offering including the surrender of shares of Common Stock to the Company in “net” or “cashless” exercise of any option, provided, that (i) the shares of Common Stock received by the undersigned upon exercise continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement, (ii) if required, any public filing or report under Section 16 of the Exchange Act during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to this Lock-Up Agreement, and (iii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (7) pursuant to an order of a court of competent jurisdiction or in connection with a qualified domestic order or divorce settlement, provided, that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) if required, any public filing or report under Section 16 of the Exchange Act during the Lock-Up Period shall clearly indicate in the footnotes thereto that the such transfer is being made pursuant to the circumstances described in this clause, and (iii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (8) in connection with the conversion of the outstanding preferred stock into shares of Common Stock in connection with the consummation of the Public Offering as described in the Prospectus and final prospectus relating to enter into and perform its obligations under the Purchase Public Offering, provided that any shares of Common Stock received upon such conversion remain subject to the terms of this Lock-Up Agreement.; or (iii9) The Company is duly qualified as to a foreign corporation bona fide third party pursuant to transact business a merger, consolidation, tender offer or other similar transaction made to all holders of Common Stock and is in good standing in each jurisdiction in which such qualification is required, whether by reason involving a Change of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock Control of the Company is as set forth and approved by the Company’s board of directors, provided, that (i) in the Prospectus event that such Change of Control is not completed, the undersigned’s Lock-Up Securities shall remain subject to the restrictions contained herein, and (ii) any shares of Common Stock not transferred in such merger, consolidation, tender offer or similar transaction shall remain subject to the column entitled restrictions contained herein. “ActualChange of Control” under shall mean the caption “Capitalization” transfer (except for subsequent issuanceswhether by tender offer, if anymerger, consolation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Purchase Agreement Public Offering), of the Company’s voting securities if, after such transfer, such person or pursuant to group of affiliated persons would hold more than 50% of the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock voting securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of (or the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Companysurviving entity). (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II MILACRON HOLDINGS CORP. By Title: CCMP CAPITAL INVESTORS II, L.P. By: _______________________________________ CCMP Capital Associates, L.P., its general partner By: CCMP Capital Associates GP, LLC, its general partner By Title: CCMP CAPITAL INVESTORS (CAYMAN) II, L.P. By: CCMP Capital Associates, L.P., its general partner By: CCMP Capital Associates GP, LLC, its general partner By Title: PE12GVPE (Talon) LTD. By Title: PE12PXPE (Talon) LTD. By Title: BOOTS FAMILY TRUST NO. 1 U/A 12-29-2005 By Title: By WATERS DAVIS By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED BARCLAYS CAPITAL INC. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By BARCLAYS CAPITAL INC. By ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[●] Barclays Capital Inc. [●] ▇.▇. ▇▇▇▇▇▇ Securities LLC [●] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [●] Credit Suisse Securities (USA) LLC [●] ▇▇▇▇▇▇▇, Sachs & Co. [●] KeyBanc Capital Markets Inc. [●] ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. [●] Total 9,500,000 1,425,000[●] CCMP Capital Investors II, L.P. CCMP Capital Investors (Cayman) II, L.P. PE12PXPE (Talon) Ltd. PE12GVPE (Talon) Ltd. Boots Family Trust No. 1 U/A 12-29-2005 ▇▇▇▇▇▇ ▇▇▇▇▇ Waters Davis Total 1. The Selling Stockholders are selling [●] shares of Common Stock. 2. The Selling Stockholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The public offering price per share for the Securities shall be $[●]. [Specify each Issuer General Issuer General Use Free Writing Prospectus] CCMP Capital Investors (Cayman) II, L.P. CCMP Capital Investors II, L.P. PE12GVPE (Talon) Ltd. PE12PXPE (Talon) Ltd. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Boots Family Trust No. 1 U/A 12-29-2005 ▇▇▇ Boots ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Form of lock-up from directors, officers or other stockholders pursuant to Section 5(l) ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Secondary Public Offering by Common Stock of Milacron Holdings Corp. Dear Sirs: The undersigned, a stockholder [and an officer and/or director] of Milacron Holdings Corp., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Capital Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as representatives of the several underwriters (the “Representatives”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Stockholders providing for the public offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that except in the case of the below clauses (iii) and (v) (with respect to which items (2) and (3) shall not apply to the extent that any filing with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if any, indicates that such distribution or transfer is a distribution or transfer among limited partners, stockholders, affiliates, affiliates’ directors, officers or employees, or investment funds or other entities controlled or managed by the undersigned, as the case may be), (vi) (with respect to which items (1) and (2) shall not apply) and (vii) and (viii) (with respect to which items (1), (2), (3) and (4) shall not apply), (1) the Representatives receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Exchange Act, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power pursuant to a will or other testamentary document or applicable laws of descent, or otherwise by way of testate or intestate succession, or to any trust, partnership, corporation, limited liability company or other tax and authority estate planning vehicle for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or otherwise to ownany members of the immediate family of the undersigned or charitable beneficiary (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders or affiliates of the ownership or leasing of property or the conduct of business, except where the failure so to qualify undersigned or to be in good standing would not result in any of the undersigned’s affiliates’ directors, officers, employees, general partners or members, or to stockholders of the undersigned (including funds or other entities managed by the same manager or by an affiliate of the undersigned) if the undersigned is a Material Adverse Effect.corporation, partnership or limited liability company, or if the undersigned is a trust, to a trustor or beneficiary of the trust; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law in connection with a qualified domestic order or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.a divorce settlement; or (v) The Securities have been duly authorized for issuance and sale to the Underwriters undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or (vi) prior to the public offering of Securities and the consummation of the transactions contemplated by the Underwriting Agreement, to the Company in accordance with the terms of its equity incentive plans in effect as of the date hereof in exchange for other Company securities upon a vesting event of the Company’s securities, upon the exercise of options or warrants to purchase the Company’s securities or upon expiration of the Company’s securities, options or warrants; provided that the restrictions of this agreement shall apply to any shares issued upon such vesting event, exercise, or expiration; or (vii) following the public offering of Securities and the consummation of the transactions contemplated by the Underwriting Agreement, to the Company upon a vesting event of the Company’s securities, upon the exercise of options or warrants to purchase the Company’s securities or upon expiration of the Company’s securities, options or warrants, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting, exercise or expiration; provided that, if the undersigned reports any such transaction on a Form 4 filed with the Securities and Exchange Commission pursuant to Section 16 of the Exchange Act, the undersigned shall take the steps the undersigned deems necessary to cause such Form 4 to reflect the transaction code(s) required by General Instruction 8 to Form 4; and provided further that the restrictions of this agreement shall apply to any shares issued upon such vesting event, exercise, or expiration; or (viii) the sale of the shares of Common Stock of the Company to be sold by the undersigned pursuant to the Purchase Agreement andUnderwriting Agreement. Furthermore, when issued and delivered the undersigned may sell shares of Common Stock of the Company purchased by the Company pursuant undersigned on the open market following the public offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales, in each case, other than a filing on Form 5 made after the expiration of the 60-day period. (1) under the Exchange Act (a “10b5-1 Plan”), at any time during the 60-day lock-up period; provided that, prior to the Purchase Agreement against payment expiration of the consideration set forth in 60-day lock-up period, (x) with respect to any 10b5-1 Plan entered into after the Purchase Agreementdate hereof, will be validly issued and fully paid and non-assessable and no holder the undersigned shall not transfer any of the undersigned’s Lock-Up Securities is or will be subject under such 10b5-1 Plan and (y) the undersigned shall not make any public announcement with respect to personal liability by reason of being such a holder10b5-1 Plan.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY By: _______________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ADVEST, INC. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INC. By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M23 SCHEDULE A ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalAdvest, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. Total 9,500,000 1,425,00018,700,000 Sch A-1 SCHEDULE B AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY • Shares of Common Stock (Par Value $1.00 Per Share) 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $ • . 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ • , being an amount equal to the initial public offering price set forth above less $ • per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. [List of all Directors, Officers and Significant Shareholders to come] [List of Other Shareholders Subject to Lock-Up to come] (i) The American Equity Investment Life Insurance Company has been duly incorporated and of New York is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company New York and has the corporate power and corporate authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing business, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements case as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ ARHAUS, INC. By Title: [ ] By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇▇▇▇▇▇▇▇▇ LLLC By: BOFA SECURITIES, INC. By By: ▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $ . The purchase price per share for the Securities to be paid by the several Underwriters shall be $ , being an amount equal to the initial public offering price set forth above less $ per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. ▇▇▇▇▇▇▇▇▇ Lynch, Pierce, FLLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & SCo. LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated EarlyBirdCapitalBarclays Capital Inc. Guggenheim Securities, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Telsey Advisory Group LLC Academy Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC ▇▇▇▇▇▇▇ & Co., Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC Total 9,500,000 1,425,000ARHAUS, INC. Total 1. The Company and the Selling Shareholders are selling shares of Class A Common Stock. 2. The Selling Shareholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional shares of Class A Common Stock. 3. The initial public offering price per share for the Securities shall be $ . Written Testing-the-Waters Communications (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under the Purchase Underwriting Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Underwriting Agreement or pursuant to reservations, agreements or employee benefit plans referred to in the Subscription Agreements as described Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus); the shares of issued and outstanding capital stock of the Company Company, including the Securities to be purchased by the Underwriters from the Selling Shareholders, have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Underwriting Agreement and, when issued and delivered by the Company pursuant to the Purchase Underwriting Agreement against payment of the consideration set forth in the Purchase Underwriting Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder. (vi) The issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. (vii) Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to the best of our knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. (viii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (ix) The Registration Statement has been declared effective by the Commission under the 1933 Act and the 1933 Act Regulations; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or any order preventing or suspending the use of any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus has been issued and no proceedings for any such purpose have been instituted or are pending or threatened by the Commission or any other Governmental Entity. (x) The Registration Statement, the General Disclosure Package and the Prospectus, the Prospectus and each amendment or supplement to the Registration Statement, the General Disclosure Package and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules included therein or omitted therefrom, as to which we need express no opinion) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (xi) The form of certificate used to evidence the Class A Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the charter and by-laws of the Company and the requirements of the Nasdaq Global Select Market. (xii) To the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any subsidiary is a party, or to which the property of the Company or any subsidiary is subject, before or brought by any Governmental Entity, which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Underwriting Agreement or the performance by the Company of its obligations thereunder. (xiii) The information in the Registration Statement, the General Disclosure Package and the Prospectus under “Description of Capital Stock—Class A Common Stock,” “Business—Properties,” “Business—Regulation and Legislation,” “Business—Legal Proceedings,” “Description of Capital Stock—Preferred Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock” and in the Registration Statement under Item 14, to the extent that it constitutes matters of law, summaries of legal matters, the Company’s charter and bylaws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects [and the opinion of such firm set forth under “Certain Federal Income Tax Considerations” is confirmed]. (xiv) All descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to the best of our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the General Disclosure Package and the Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto. (xv) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity (other than under the 1933 Act and the 1933 Act Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities. (xvi) The execution, delivery and performance of the Underwriting Agreement and the consummation of the transactions contemplated in the Underwriting Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use Of Proceeds”) and compliance by the Company with its obligations under the Underwriting Agreement do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xvi) of the Underwriting Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Company or any subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any Governmental Entity. (xvii) To the best of our knowledge, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the ▇▇▇▇ ▇▇▇. (xviii) The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company” under the 1940 Act. [(xix) The Rights under the Company’s Shareholder Rights Plan to which holders of the Securities will be entitled have been duly authorized and validly issued.] Nothing has come to our attention that would lead us to believe that the Registration Statement or any amendment thereto, including the Rule 430A Information, (except for financial statements and schedules and other financial data included or omitted therefrom, as to which we need make no statement), at the time such Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial data included therein or omitted therefrom, as to which we need make no statement), at the time the Prospectus was issued, at the time any such amended or supplemented prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, nothing has come to our attention that would lead us to believe that the documents included in the General Disclosure Package, other than the financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading. With respect to statements contained in the General Disclosure Package, any statement contained in any of the constituent documents shall be deemed to be modified or superseded to the extent that any information contained in subsequent constituent documents modifies or replaces such statement. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (i) No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any Governmental Entity (other than the issuance of the order of the Commission declaring the Registration Statement effective and such authorizations, approvals or consents as may be necessary under state securities laws, as to which we need express no opinion) is necessary or required to be obtained by the Selling Shareholders for the performance by each Selling Shareholder of its obligations under the Underwriting Agreement or in the Power of Attorney and Custody Agreement, or in connection with the offer, sale or delivery of the Securities. (ii) Each Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by the respective Selling Shareholder named therein and constitutes the valid and binding agreement of such Selling Shareholder. (iii) The Underwriting Agreement has been duly authorized, executed and delivered by or on behalf of each Selling Shareholder. (iv) Each Attorney-in-Fact has been duly authorized by the Selling Shareholders to deliver the Securities on behalf of the Selling Shareholders in accordance with the terms of the Underwriting Agreement. (v) The execution, delivery and performance of the Underwriting Agreement and the Power of

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company and the Operating Partnership in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ▇▇▇▇▇ PROPERTIES, INC. By: _______________________________________ /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: CONFIRMED AND ACCEPTEDExecutive Vice President & General Counsel ▇▇▇▇▇ PROPERTIES, LP By: ▇▇▇▇▇ ▇▇, LLC, its general partner By: ▇▇▇▇▇ Properties, Inc., its managing member By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President & General Counsel as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED BARCLAYS CAPITAL INC. RBC CAPITAL MARKETS, LLC CREDIT SUISSE SECURITIES (USA) LLC KEYBANC CAPITAL MARKETS INC. By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director and Global Head of Real Estate, Gaming & Lodging and Corporate & Investment Banking By: BARCLAYS CAPITAL INC. By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President By: RBC CAPITAL MARKETS, LLC By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: CREDIT SUISSE SECURITIES (USA) LLC By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Title: Director By: KEYBANC CAPITAL MARKETS INC. By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Managing Director For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of The initial public offering price per share for the Securities shall be $19.50. The purchase price per share for the Securities to be paid by the several Underwriters shall be $18.72, being an amount equal to the initial public offering price set forth above less $0.78 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number of but not payable on the Option Securities MSecurities. ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital1,610,000 Barclays Capital Inc. 1,610,000 RBC Capital Markets, LLC 1,610,000 Credit Suisse Securities (USA) LLC 910,000 KeyBanc Capital Markets Inc. 595,000 Credit Agricole Securities (USA) Inc. 350,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 175,000 JMP Securities LLC 140,000 Total 7,000,000 Brookfield Retail Holdings VII LLC New Brookfield Retail Holdings R2 LLC Brookfield Retail Holdings II Sub II LLC Brookfield Retail Holdings III Sub II LLC Brookfield Retail Holdings IV-A Sub II LLC Brookfield Retail Holdings IV-B Sub II LLC Brookfield Retail Holdings IV-C Sub II LLC Brookfield Retail Holdings IV-D Sub II LLC Brookfield BPY Retail Holdings Sub I LLC 1. The Company is selling 7,000,000 shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,050,000 shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $19.50. None. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. RBC Capital Markets, LLC Credit Suisse Securities (USA) LLC KeyBanc Capital Markets Inc. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Three World Financial Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 KeyBanc Capital Markets Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by ▇▇▇▇▇ Properties, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder, officer and/or director of ▇▇▇▇▇ Properties, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Barclays Capital Inc. (“Barclays”), RBC Capital Markets, LLC (“RBC Capital Markets”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and KeyBanc Capital Markets Inc. (“KeyBanc,” and, together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays, RBC Capital Markets and Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and ▇▇▇▇▇ Properties, LP providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays and RBC Capital Markets, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays and RBC Capital Markets, provided that, in the case of clauses (i), (ii), (iii) and (iv) below, (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity controlled or managed by the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; or (v) as sales of Common Stock solely to satisfy tax obligations (withholding or otherwise) of the undersigned in connection with the grant by the Company to the undersigned of equity awards, or the vesting of equity awards acquired by the undersigned or the distribution to the undersigned of a deferred equity award, in each case pursuant to equity incentive and deferral plans existing and as in effect on the date of this lock-up agreement; provided that, if the undersigned is required to file a report under the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of shares of Common Stock during the term of this lock-up agreement related to such sales of shares by the undersigned solely to satisfy tax obligations, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of tax obligations of the undersigned in connection with such grant by the Company to the undersigned of equity awards, the vesting of equity awards acquired by the undersigned or the distribution to the undersigned of a deferred equity award. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. Notwithstanding the foregoing, if: (1) during the last 17 days of the 60-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day lock-up period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays and RBC Capital Markets waive, in writing, such extension. The Securities undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 60-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 60-day lock-up period (as may have been duly authorized for issuance and sale to the Underwriters extended pursuant to the Purchase previous paragraph) has expired. This lock-up agreement shall be terminated and the undersigned shall be released from its obligations hereunder upon the earlier of (i) the date the registration statement filed with the Securities and Exchange Commission with respect to the offering is withdrawn, (ii) the date on which for any reason the Underwriting Agreement and, when issued is terminated (other than the provisions thereof that survive termination) prior to payment for and delivered by delivery of the Company shares to be sold thereunder (other than pursuant to the Purchase Agreement Underwriters’ option to purchase additional shares of Common Stock) or (iii) February 28, 2014, if the offering is not completed by such date. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against payment the transfer of the consideration set forth Lock-Up Securities except in compliance with the foregoing restrictions. Very truly yours, Signature: Print Name: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Three World Financial Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 KeyBanc Capital Markets Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by ▇▇▇▇▇ Properties, Inc. Dear Sirs: The undersigned, a stockholder of ▇▇▇▇▇ Properties, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Barclays Capital Inc. (“Barclays”), RBC Capital Markets, LLC (“RBC Capital Markets”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and KeyBanc Capital Markets Inc. (“KeyBanc,” and, together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays, RBC Capital Markets and Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and ▇▇▇▇▇ Properties, LP providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase AgreementUnderwriting Agreement that, will be validly issued during the period beginning on the date hereof and fully paid and non-assessable and no holder ending on the date that is 60 days from the date of the Securities is or will be Underwriting Agreement (subject to personal liability extensions as discussed below), the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays and RBC Capital Markets, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by reason the undersigned or with respect to which the undersigned has or hereafter acquires the power of being disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays and RBC Capital Markets in the following circumstances: (i) as a bona fide gift or gifts, or to a nominee or custodian of a person to whom such a holder.bona fide gift or gift is made; or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), or to a nominee or custodian of such trust; or (iii) as a distribution to limited partners, members or stockholders of the undersigned, or, in each case, to a nominee or custodian thereof; or (iv) to the undersigned’s affiliates (including any wholly-owned subsidiary of the undersigned) or to any investment fund or other entity controlled or managed by the undersigned or an affiliate of the undersigned, or, in each case, to a nominee or custodian thereof; or (v) pursuant to an order of a court or regulatory agency or to comply with any regulations related to our ownership of Lock-Up Securities; provided that in the case of any transfer or distribution pursuant this clause, any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Lock-Up Securities shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Lock-Up Securities unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; provided, that, (1) other than for transfers pursuant to clause (iii) or clause (v) above, the Representatives receive a signed lock-up agreement for the ba

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among the Underwriters Underwriter, the Selling Stockholder and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II MEMC ELECTRONIC MATERIALS, INC. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer TPG WAFER HOLDINGS LLC By: _______________________________________ TPG WAFER PARTNERS LLC, its managing member By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: MDEUTSCHE BANK SECURITIES INC. By /s/ ▇▇▇▇▇▇ L▇. ▇▇▇▇▇ & CO. MAuthorized Signatory By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and Deutsche Bank Securities Inc. 34,000,000 TPG Wafer Holdings LLC 34,000,000 5,100,000 Total 1. The initial public offering price per share for the Securities, determined as Representative provided in said Section 2, shall be $9.70. 2. The purchase price per share for the Securities to be paid by the Underwriter shall be $9.60, being an amount equal to the initial public offering price set forth above less $0.10 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the other Underwriters named over-allotment option described in Schedule A hereto. Name of Underwriter Number of Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities Number of but not payable on the Option Securities MSecurities. MEMC Electronic Materials (UK) Ltd. MEMC Electronic Materials France Sarl MEMC Electronic Materials Sales, Sdn. Bhd. MEMC Electronic Materials, GmbH MEMC Electronic Materials, S.p.A. MEMC Electronic Materials, Sdn. Bhd. MEMC Holding B.V. MEMC Holdings Corporation MEMC International, Inc. MEMC Japan Ltd. MEMC Korea Company MEMC Kulim Electronic Materials, Sdn. Bhd. MEMC Pasadena, Inc. MEMC Southwest Inc. PlasmaSil, LLC SiBond, LLC Taisil Electronic Materials Corporation ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇ ▇▇▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 Shaker ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ Chapus ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TPG Wafer Holdings LLC MEMC Japan (ia) The Company has been duly incorporated and is validly existing as a corporation in good standing limited liability company (Kabushiki Kaisha) under the laws Commercial Code of the State of Delaware. Japan, (iib) The Company has corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations presently conducted under the Purchase Agreement. laws of Japan and (iiic) The Company is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, . All of the issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have MEMC Japan has been duly authorized and validly issued and are is fully paid and non-assessable; and none . To our knowledge, all of the issued and outstanding shares of capital stock of MEMC Japan is owned by the Company. For purposes of this opinion, a “Material Adverse Effect” means a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospectus of MEMC Japan. 1. The Company is a joint stock corporation (chusik hoesa) duly incorporated and validly existing in good standing under the laws of Korea; 2. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted; 3. To the best of our knowledge after due inquiry, the Company was issued is duly qualified as a joint stock corporation (chusik hoesa) to transact business and is in violation good standing in each jurisdiction in which such qualification is required, whether by reason of the preemptive ownership or other similar rights leasing of any securityholder property or the conduct of business, except where the Company arising by operation failure to so qualify or be in good standing would not result in a Material Adverse Effect. For the purpose of law this opinion, a “Material Adverse Effect” means a material adverse change in the condition, financial or under otherwise, or in the Amended and Restated Certificate of Incorporation earnings, business affairs or by-laws business prospects of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement ; and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II OUTSET MEDICAL, INC. By: _______________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. MLLC ▇▇▇▇▇▇▇ LYNCHSACHS & CO. LLC By: BOFA SECURITIES, PIERCE, FINC. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & SCO. LLC By: ▇▇▇▇▇▇▇ INCORPORATED SACHS & CO. LLC By: _______________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. [ ] ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & SCo. LLC [ ] ▇▇▇▇▇▇▇ Sachs & Co. LLC [ ] SVB Leerink LLC [ ] ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated EarlyBirdCapital[ ] Total [ ] 1. The Company is selling [ ] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[ ]. [ ]. [ ]. Written Testing-the-Waters Communications [ ]. BofA Securities, Inc. Total 9,500,000 1,425,000▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Goldman Sachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Initial Public Offering by Outset Medical, Inc. Dear Sirs: The undersigned, a stockholder, and/or an officer and/or director, as applicable, of Outset Medical, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofA”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Sachs & Co. LLC (“▇▇▇▇▇▇▇ ▇▇▇▇▇” and, together with BofA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Lock-Up Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the initial public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, and/or an officer and/or director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, will not publicly disclose an intention to and will not cause or direct any of its affiliates to, without the prior written consent of the Lock-Up Representatives, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (1) the Lock-Up Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Lock-Up Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed, or will agree in the Underwriting Agreement, to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Lock-Up Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the applicable conditions below, the undersigned may transfer or otherwise dispose of the Lock-Up Securities without the prior written consent of the Lock-Up Representatives, provided that (1) the Lock-Up Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) in the case of clauses (i) through (v), (vii) and (viii) below, such transfers shall not involve a disposition for value, (3) (A) in the case of clauses (i) through (iv) below, such transfers are not required to be reported during the Lock-Up Period with the Securities and Exchange Commission (the “Commission”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (B) in the case of clauses (v) through (xi), any such required Form 4 shall state the reason for such transfer in the footnotes thereto, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or if the undersigned is a trust, to conduct its business as described in any beneficiary of the Prospectus and to enter into and perform its obligations under the Purchase Agreement.undersigned (including such beneficiary’s estate); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited partners, whether by reason general partners, members, stockholders or other equity holders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; (iv) The authorizedto the undersigned’s affiliates or to any investment fund or other entity that, directly or indirectly, controls or manages, is controlled or managed by, or is under common control or management with the undersigned; (v) by will or intestate succession; (vi) to the Company in connection with the exercise of options, warrants or other rights to acquire shares of Common Stock or any security convertible into or exercisable for shares of Common Stock of the Company by way of net exercise and/or to cover withholding tax obligations in connection with such exercise pursuant to an employee benefit plan, option, warrant or other right disclosed in the Registration Statement (as defined in the Underwriting Agreement) and Prospectus (as defined in the Underwriting Agreement) for the Public Offering, provided that any such shares of the Common Stock issued and upon exercise of such option, warrant or other right shall be subject to the restrictions set forth herein; (vii) pursuant to the automatic conversion of outstanding capital shares of preferred stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the into shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws Common Stock of the Company., provided that any shares of Common Stock received upon such conversion remain subject to the terms of this lock-up agreement; (vviii) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement anda court or regulatory agency order, when issued and delivered by a settlement agreement, a domestic order or in connection with a divorce settlement; (ix) to the Company pursuant to agreements under which the Purchase Agreement against payment Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares upon termination of service of the consideration set forth undersigned; (x) to a bona fide third party pursuant to a merger, consolidation, tender offer or other similar transaction made to all holders of shares of the Common Stock and involving a Change of Control (as defined below) of the Company and approved by the Company’s board of directors; provided that, in the Purchase Agreementevent that such Change of Control is not completed, will be validly issued and fully paid and nonthe undersigned’s Lock-assessable and no holder Up Securities shall remain subject to the restrictions contained herein, provided further that any shares of the Securities is Common Stock not transferred in such merger, consolidation, tender offer or will be other transaction shall remain subject to personal liability the restrictions contained herein. “Change of Control” shall mean the transfer (whether by reason tender offer, merger, consolidation or other similar transaction), in one transaction or a series of being related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such a holder.transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity); or

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ PRINCIPIA BIOPHARMA INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED LEERINK PARTNERS LLC ▇▇▇▇▇ FARGO SECURITIES, LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: LEERINK PARTNERS LLC By By: ▇▇▇▇▇ FARGO SECURITIES, LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ • ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ • ], being an amount equal to the initial public offering price set forth above less $[ • ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalLeerink Partners LLC ▇▇▇▇▇ Fargo Securities, Inc. Total 9,500,000 1,425,000LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [ • ] [ • ] [ • ] Total (i) 1. The Company is selling [ • ] shares of Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws not jointly, to purchase up to an additional [ • ] shares of the State of DelawareCommon Stock. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except initial public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[ • ].

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Title: SIGMATEL, INC. By ▇▇▇ ▇▇▇▇▇▇▇▇, President and Chief Executive Officer By ▇▇▇ ▇▇▇▇▇▇▇▇, As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO. M▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. CIBC WORLD MARKETS CORP. ▇▇▇▇▇▇▇ & COMPANY, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇ PARTNERS LLC INCORPORATED By Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇.▇. ▇▇▇▇▇▇ Securities Inc. CIBC World Markets Corp ▇▇▇▇▇▇▇ & Company, Inc ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC Total [ ] SigmaTel, Inc. Total 9,500,000 1,425,000[ ] [ ] (i) 1. The Company has been duly incorporated and is validly existing public offering price per share for the Securities, determined as a corporation provided in good standing under said Section 2, shall be $[ ]. 2. The purchase price per share for the laws Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as overallotment option described in the Prospectus and Section 2(b) shall be reduced by an amount per share equal to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership any dividends or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered distributions declared by the Company pursuant to and payable on the Purchase Agreement against payment of Initial Securities but not payable on the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderOption Securities.

Effect of Headings. The Article and Section headings ------------------ herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriter and the Company Fund and the Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByMUNIHOLDINGS MICHIGAN INSURED FUND, INC. BY: __________________________------------------------------------ AUTHORIZED OFFICER FUND ASSET MANAGEMENT, L.P. BY: ------------------------------------ AUTHORIZED OFFICER CONFIRMED AND ACCEPTED, AS OF THE DATE FIRST ABOVE WRITTEN: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED BY: ------------------------------------ AUTHORIZED SIGNATORY SCHEDULE A ---------- MUNIHOLDINGS MICHIGAN INSURED FUND, INC. (A Maryland Corporation) _____________ Title: CONFIRMED AND ACCEPTEDSHARES OF COMMON STOCK (PAR VALUE $.10 PER SHARE) 1. The initial public offering price per share for the Shares, determined as provided in Section 2 hereof, and the purchase price per share for the Shares to be paid by the Underwriter, shall be $15.00. 2. The Adviser will pay, or arrange for an affiliate to pay, a commission to the Underwriter in the amount of $ per share for the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & COShares purchased by the Underwriter. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule Exhibit A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000FORM OF OPINION OF FUND'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Company Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of DelawareMaryland. (ii) The Company Fund has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company Fund is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business (a "Material Adverse Effect"). (iv) The authorized, issued and outstanding capital stock of the Company Fund is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares "Description of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the CompanyCapital Stock." (v) The Securities Shares to be purchased by the Underwriter from the Fund have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to the Purchase Agreement and, when issued and delivered by the Company Fund pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities Shares is or will be subject to personal liability by reason of being such a holder. (vi) The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund. (vii) To the best of our knowledge, the Fund does not have any subsidiaries. (viii) The Purchase Agreement has been duly authorized, executed and delivered by the Fund and complies with all applicable provisions of the Investment Company Act. (ix) The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act; any required filing of the certificate pursuant to Rule 497(j) or the Prospectus pursuant to Rule 497(c) or Rule 497(h), as the case may be, has been made in the manner and within the time period required by Rule 497(j), Rule 497(c) or Rule 497(h), as the case may be; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. (x) The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, the Prospectus, and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules included therein or omitted therefrom, as to which we need express no opinion) complied as to form in all material respects with the requirements of the 1933 Act, the Investment Company Act and the Rules and Regulations. (xi) The form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the charter and by-laws of the Fund and the requirements of the New York Stock Exchange. (xii) To the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Fund is a party, or to which the property of the Fund is subject, before or brought by any court or governmental agency or body, domestic or foreign, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Fund of its obligations thereunder, other than those disclosed in the Prospectus. (xiii) The information in the Prospectus under "Description of Capital Stock," "Taxes" and in the Registration Statement under Item 29, to the extent that it constitutes matters of law, summaries of legal matters, the Fund's charter and bylaws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects. (xiv) To the best of our knowledge, there are no statutes or regulations that are required to be described in the Prospectus that are not described as required. (xv) All descriptions in the Prospectus of contracts and other documents to which the Fund is a party are accurate in all material respects; to the best of our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments of the Fund required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. (xvi) To the best of our knowledge, the Fund is not in violation of its charter or by-laws and no default by the Fund exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement or the Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement. (xvii) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than under the 1933 Act, the Investment Company Act and the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Purchase Agreement, the Advisory Agreement and the Custody Agreement or for the offering, issuance, sale or delivery of the Shares. (xviii) The Advisory Agreement and the Custody Agreement have each been duly authorized and approved by the Fund and comply as to form in all material respects with all applicable provisions of the Investment Company Act, and each has been duly executed by the Fund. (xix) The Fund is registered with the Commission under the Investment Company Act as a closed-end, non-diversified management investment company, and all required action has been taken by the Fund under the 1933 Act, the Investment Company Act and the Rules and Regulations to make the public offering and consummate the sale of the Shares pursuant to the Purchase Agreement; the provisions of the charter and the by-laws of the Fund comply as to form in all material respects with the requirements of the Investment Company Act; and, to the best of their knowledge and information, no order of suspension or revocation of such registration under the Investment Company Act, pursuant to Section 8(e) of the Investment Company Act, has been issued or proceedings therefor initiated or threatened by the Commission. (xx) The execution, delivery and performance of the Purchase Agreement and the consummation of the transactions contemplated in the Purchase Agreement and in the Registration Statement (including the issuance and sale of the Shares, and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xi) of the Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Fund is a party or by which it may be bound, or to which any of the property or assets of the Fund is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its properties, assets or operations. Nothing has come to our attention that would lead us to believe that the Registration Statement or any amendment thereto, including the Rule 430A Information and Rule 434 Information (if applicable), (except for financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement), at the time such Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement), at the time the Prospectus was issued, at the time any such amended or supplemented prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates and written statements of responsible officers of and accountants for the Fund and the Adviser and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). Exhibit B FORM OF OPINION OF GENERAL COUNSEL TO THE INVESTMENT ADVISER TO BE DELIVERED PURSUANT TO SECTION 5(c) (i) The Adviser has been duly organized as a limited partnership under the laws of the State of Delaware, with power and authority to conduct its business as described in the Registration Statement and in the Prospectus. (ii) The Adviser is duly registered as an investment adviser under the Investment Advisers Act and is not prohibited by the Investment Advisers Act or the Investment Company Act, or the rules and regulations under such Acts, from acting under the Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) This Agreement and the Advisory Agreement have been duly authorized, executed and delivered by the Adviser, and the Advisory Agreement constitutes a valid and binding obligation of the Adviser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights and to general equity principles; and, to the best of his knowledge and information, neither the execution and delivery of this Agreement or the Advisory Agreement nor the performance by the Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of, any of the terms and provisions of, or constitute, with or without the giving of notice or the lapse of time or both, a default under, any agreement or instrument to which the Adviser is a party or by which the Adviser is bound, or any law, order, rule or regulation applicable to the Adviser of any jurisdiction, court, Federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Adviser or its properties or operations. (iv) To the best of his knowledge and information, the description of the Adviser in the Registration Statement and in the Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Exhibit C FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e) 1. We are independent public accountants with respect to the Company within the meaning of the 1933 Act and the 1933 Act Regulations. 2. In our opinion the financial statements audited by us and included in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act, the Investment Company Act and the Rules and Regulations.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ AIMMUNE THERAPEUTICS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: CREDIT SUISSE SECURITIES (USA) LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $ . The purchase price per share for the Securities to be paid by the several Underwriters shall be $ , being an amount equal to the initial public offering price set forth above less $ per share. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCredit Suisse Securities (USA) LLC. ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Total 1. The Company is selling shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $ . [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse Securities (USA) LLC, as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Proposed Public Offering by Aimmune Therapeutics, Inc. Total 9,500,000 1,425,000 Ladies and Gentlemen: The undersigned, a stockholder, an officer and/or director of Aimmune Therapeutics, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Credit Suisse Securities (USA) LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Public Offering”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representatives on behalf of the underwriters that, during the period beginning on the date hereof and ending on, and including, the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) The Company 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in good standing connection therewith, under the laws Securities Act of 1933, as amended (other than the State delivery of Delaware. a notice to exercise piggyback rights in connection with a registration of any Lock-Up Securities that is to be filed after the Lock-Up Period), or (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the Purchase Agreement. economic consequence of ownership of the Lock-Up Securities (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required“Hedging Transaction”), whether any such swap or transaction is to be settled by reason delivery of Common Stock or other securities, in cash or otherwise (for purposes of clarity, nothing herein shall require the consent of the ownership or leasing Representatives in respect of property or the conduct conversion of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital shares of preferred stock of the Company into shares of Common Stock of the Company in connection with the consummation of the Public Offering). If the undersigned is as set forth an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Prospectus offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the column entitled Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives: a) provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “ActualExchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than Form 5 with respect to a bona fide gift or gifts): i. as a bona fide gift or gifts; or ii. to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or iii. by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or iv. as a distribution to partners, members or stockholders of the undersigned; or v. to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or b) to the Company, upon (1) a vesting event of any equity award granted under any stock incentive plan or stock purchase plan of the caption Company in effect as of the date of the Public Offering and described in the prospectus relating to the Public Offering, or (2) upon the exercise by the undersigned of options to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company in effect as of the date of the Public Offering and described in the prospectus relating to the Public Offering, in each case, on a “Capitalizationcashless” or “net exercise” basis and/or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, provided that (except for subsequent issuancesA) any filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that (x) the filing relates to the circumstances described above and (y) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above and (B) the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfer during the Lock-Up Period; or c) to the Company, if anynot at the option of the undersigned, pursuant to the Purchase Agreement equityholder agreements or agreements pursuant to which such securities were issued and under which the Subscription Agreements Company has an option to repurchase such shares of Common Stock upon the termination of the employment of the undersigned, provided that (A) any filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that (x) the filing relates to the circumstances described above and (y) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above (and a draft of such Section 16 filing shall be provided to the Representatives one business day before it is filed) (B) the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfer during the Lock-Up Period; or d) in the Prospectus); the shares a transfer or disposition of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and nonLock-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising Up Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, provided that (A) no filing under the Amended Exchange Act shall be required or voluntarily made during the Lock-Up Period, (B) the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfer during the Lock-Up Period and Restated Certificate of Incorporation or by(C) the Representatives shall receive a signed lock-laws up agreement for the balance of the CompanyLock-Up Period from such transferee. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByGUARDIAN PHARMACY, LLC By Name: _______________________________________ Title: GUARDIAN PHARMACY SERVICES, INC. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED ASSOCIATES, INC. By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name NON-CONVERTING SUBSIDIARIES 1. Guardian Pharmacy of Underwriter Number Boise, LLC 2. Guardian Pharmacy of Colorado, LLC 3. Guardian Pharmacy of Columbus, LLC 4. Guardian Pharmacy of Denver, LLC 5. Guardian Pharmacy of Idaho Falls, LLC 6. Guardian Pharmacy of Kansas City, LLC 7. Guardian Pharmacy of Minneapolis, LLC 8. Guardian Pharmacy of Omaha, LLC 9. Guardian Pharmacy of Utah, LLC The initial public offering price per share for the Securities shall be $•. The purchase price per share for the Securities to be paid by the several Underwriters shall be $•, being an amount equal to the initial public offering price set forth above less $• per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities Number of but not payable on the Option Securities MSecurities. ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & SAssociates, Inc. [• ] [• ] ▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapitalInc. [• ] [• ] Truist Securities, Inc. [• ] [• ] Total 9,500,000 1,425,000[• ] [• ] (i) 1. The Company is selling [•] shares of Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] 1. Guardian Pharmacy of Arizona, LLC Indiana 2. Guardian Pharmacy of Atlanta, LLC Georgia 3. Guardian Pharmacy of Birmingham, LLC Georgia 4. Guardian Pharmacy of Boise, LLC Georgia 5. Guardian Pharmacy of Cincinnati, LLC Georgia 6. Guardian Pharmacy of Colorado, LLC Georgia 7. Guardian Pharmacy of Columbus, LLC Georgia 8. Guardian Pharmacy of Daytona, LLC Georgia 9. Guardian Pharmacy of Denver, LLC Georgia 10. Guardian Pharmacy of Eastern NC, LLC Georgia 11. Guardian Pharmacy of Grand Island, LLC Georgia 12. Guardian Pharmacy of Grand Rapids, LLC Georgia 13. Guardian Pharmacy of Idaho Falls, LLC Georgia 14. Guardian Pharmacy of Indianapolis LTC, LLC Georgia 15. Guardian Pharmacy of Indianapolis Nuclear, LLC Georgia 16. Guardian Pharmacy of Iowa, LLC Georgia 17. Guardian Pharmacy of Jacksonville, LLC Georgia 18. Guardian Pharmacy of Kansas City, LLC Georgia 19. Guardian Pharmacy of Knoxville, LLC Georgia 20. Guardian Pharmacy of Madison, LLC Georgia 21. Guardian Pharmacy of Minneapolis, LLC Georgia 22. Guardian Pharmacy of Maine, LLC Georgia 23. Guardian Pharmacy of Minnesota, LLC Georgia 24. Guardian Pharmacy of Missouri, LLC Georgia 25. Guardian Pharmacy of Northern Virginia, LLC Georgia 26. Guardian Pharmacy of NW Florida, LLC Georgia 27. Guardian Pharmacy of Oklahoma, LLC Georgia 28. Guardian Pharmacy of Oklahoma City, LLC Georgia 29. Guardian Pharmacy of Omaha, LLC Georgia 30. Guardian Pharmacy of Orlando, LLC Georgia 31. Guardian Pharmacy of Piedmont Carolinas, LLC Georgia 32. Guardian Pharmacy of South Carolina One, LLC Georgia 33. Guardian Pharmacy of Southeast Florida, LLC Georgia 34. Guardian Pharmacy of Southeast Georgia, LLC Georgia 35. Guardian Pharmacy of Southern California, LLC Georgia 36. Guardian Pharmacy of Southwest Florida, LLC Georgia 37. Guardian Pharmacy of St. Louis, LLC Georgia 38. Guardian Pharmacy of Tampa, LLC Georgia 39. Guardian Pharmacy of Tennessee One, LLC Georgia 40. Guardian Pharmacy of Tennessee Two, LLC Georgia 41. Guardian Pharmacy of Tennessee Three, LLC Georgia 42. Guardian Pharmacy of Texas, LLC Georgia 43. Guardian Pharmacy of Tucson, LLC Georgia 44. Guardian Pharmacy of Tulsa, LLC Georgia 45. Guardian Pharmacy of Utah, LLC Georgia 46. Guardian Pharmacy of Virginia, LLC Georgia 47. Guardian Pharmacy Services Management, LLC Georgia 48. Guardian Pharmacy, LLC Indiana ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Partners I, LLC Cardinal Equity Fund LP Pharmacy Investors, LLC Written Testing-the-Waters Communication Lock-up Agreement September 16, 2024 GUARDIAN PHARMACY SERVICES, INC. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ Atlanta, GA 30339 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC., As Representative (as a corporation in good standing under the laws defined below) of the State of Delaware. (ii) The Company has corporate power and authority to ownSeveral Underwriters c/o Raymond ▇▇▇▇▇ & Associates, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredInc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ St. Petersburg, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.FL 33716

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ MEDALLIA, INC. By Title: SELLING STOCKHOLDERS By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇▇ L▇▇▇▇ & COFARGO SECURITIES, LLC By: BOFA SECURITIES, INC. M▇By By: CITIGROUP GLOBAL MARKETS INC. By By: ▇▇▇▇▇ LYNCHFARGO SECURITIES, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number BofA Securities, Inc. Citigroup Global Markets Inc. ▇▇▇▇▇ Fargo Securities, LLC Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ▇▇▇▇▇▇▇ & Company, LLC ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC ▇▇▇▇ Capital Partners, LLC Total Medallia, Inc. ▇▇▇▇▇ ▇▇▇▇ 292,500 590,000 ▇▇▇ ▇▇▇▇ 882,500 0 Total 1. The Company and the Selling Stockholders are selling [●] shares of Option Common Stock. 2. The Company and the Selling Stockholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[●]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Written Testing-the-Waters Communications Medallia Testing-the-Waters Presentation Form of Lock-Up Agreement ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCitigroup Global Markets Inc. ▇▇▇▇▇ Fargo Securities, LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Wells Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Medallia, Inc. Total 9,500,000 1,425,000 Ladies and Gentleman: The undersigned, an equityholder, an officer and/or director of Medallia, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Citigroup Global Markets Inc. (“Citigroup”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo” and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, and Citigroup, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as an equityholder, an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement (the “Underwriters”) that, during the period beginning on the date hereof and ending on and including the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Fargo (the “Release Agents”), (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws directly or indirectly, 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 any shares of the State Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of Delaware. disposition (collectively, the “Lock-Up Securities”), (ii) The Company has corporate power and authority exercise any right with respect to ownthe registration of any of the Lock-Up Securities, lease and operate its properties and or file, cause to conduct its business as described be filed or cause to be confidentially submitted any registration statement in the Prospectus and to enter into and perform its obligations connection therewith, under the Purchase Agreement. Securities Act of 1933, as amended (the “Securities Act”), or (iii) The Company enter into any swap, hedging transactions or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is duly qualified as a foreign corporation to transact business and is be settled by delivery of Common Stock or other securities, in good standing cash or otherwise, in each jurisdiction in which such qualification is requiredcase, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or other than Lock-Up Securities to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of sold by the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale undersigned to the Underwriters pursuant to the Purchase Underwriting Agreement andor as otherwise provided herein. If the undersigned is an officer or director of the Company, when issued the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed securities the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (1) the Release Agents agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Release Agents will notify the Company of the impending release or waiver, and delivered (2) the Company has agreed, or will agree, in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131 (or any successor provision thereto) (for the avoidance of doubt the Blackout-Related Release (as defined below) shall not be deemed a release or waiver hereunder pursuant to FINRA Rule 5131, and is instead an expiration of this lock-up agreement pursuant to the terms hereof). Any release or waiver granted by the Release Agents hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Release Agents: (i) as a bona fide gift or gifts or for bona fide estate planning purposes; (ii) by will or intestacy; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above (vi) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; (vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders; (viii) in transactions relating to shares of Common Stock that the undersigned may purchase (A) from the Underwriters in the Public Offering or (B) in open market transactions following the date of the final prospectus relating to the Public Offering (such prospectus, the “Prospectus,” and such date, the “Public Offering Date”); (ix) to the Company in connection with the vesting or settlement of restricted stock units or the exercise of options or other rights to purchase the shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including any transfer for the payment of exercise price, tax withholdings or remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options or rights; provided that if the undersigned is required to file a report under Section 16(a) of the Exchange Act (as defined below) reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause (ix); (x) to the Company pursuant to any contractual arrangement that provides the Purchase Agreement against payment Company with an option to repurchase such shares of Common Stock in connection with the termination of the consideration set forth undersigned’s employment with the Company, provided that such contractual arrangement (or a form thereof) is in effect on the date of the Prospectus and is disclosed in the Purchase AgreementProspectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering, will be validly issued and fully paid and non-assessable and provided further that no holder filing under Section 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period within 60 days after the date the undersigned ceases to provide services to the Company, and after such 60th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services; (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities is shall remain subject to the provisions of this lock-up agreement; or (xii) for shares of Common Stock in connection with the conversion, reclassification, exchange or will swap of any outstanding preferred stock of the Company or other Lock-Up Securities into shares of one or more series or classes of Common Stock, provided that any such shares of Common Stock received upon such conversion, reclassification, exchange or swap shall be subject to personal liability the terms of this lock-up agreement, and such conversion, reclassification, exchange or swap is disclosed in the Prospectus; provided that (A) in the case of any transfer or distribution pursuant to clauses (i) through (vii) above, each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up agreement in the form hereof, (B) in the case of any transfer or distribution pursuant to clauses (i) through (v), (vii) and (viii) above, no filing by reason any party (donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act of being 1934, as amended (the “Exchange Act”), or other public announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be made voluntarily in connection with such donation, transfer or distribution (other than any required filing on a holderForm 5), (C) in the case of any transfer or distribution pursuant to clauses (vi) and (xii) above it shall be a condition to such transfer that any required filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and no other public filing or announcement shall be made voluntarily in connection with such transfer or distribution, and (D) in the case of any transfer or distribution pursuant to clauses (i) through (v) and (vii), any such transfer or disposition shall not involve a disposition for value. In addition, the foregoing paragraph shall not apply to the establishment of trading plans by the undersigned pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (1) such plans do not provide for the transfer of Common Stock during the Lock-Up Period and (2) to the extent a filing by any party under the Exchange Act or other public announcement shall be made voluntarily in connection with the establishment or amendment of such trading plans, such announcement or filing shall include a statement to the effect that no transfer of shares of Common Stock may be made under such plan during the Lock-Up Period.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION COTY INC. By Name: Title: JAB HOLDINGS II ByB.V. By Name: _______________________________________ Title: BERKSHIRE PARTNERS LLC By Name: Title: RHÔNE CAPITAL L.L.C. By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MJ.▇. ▇▇▇▇▇▇ L▇▇▇▇ & CO. SECURITIES LLC By M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory By M▇▇▇▇▇ S▇▇▇▇▇▇ & CO. LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[____]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[____], being an amount equal to the initial public offering price set forth above less $[____] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option J.▇. ▇▇▇▇▇▇ Securities LLC [_______] M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital[_______] M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC [_______] Barclays Capital Inc. [_______] Deutsche Bank Securities Inc. [_______] W▇▇▇▇ Fargo Securities, LLC [_______] Total [_______] Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold JAB Holdings II B.V. Berkshire Partners LLC Rhône Capital L.L.C. Total Contact Information: JAB Holdings II B.V. [_______] Berkshire Partners LLC [_______] Rhône Capital L.L.C. [_______] 1. The Selling Shareholders are selling [_______] shares of Common Stock. 2. The Selling Shareholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [_______] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[____]. [_______] [_______] [_________] J.▇. ▇▇▇▇▇▇ Securities LLC 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement Re: Proposed Public Offering by Coty Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a securityholder [and an officer and/or director] of Coty Inc., a Delaware corporation (the “Company”), understands that J.▇. ▇▇▇▇▇▇ Securities LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, each of the other Underwriters to be named in Schedule A to the Underwriting Agreement (together with the Representatives, the “Underwriters”) and the selling stockholders listed in Schedule B thereto providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a securityholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date (the “Commencement Date”) on which the Company files an amendment to its registration statement for the public offering described above in which a price range is set forth on the cover thereof and ending on (1) the date that is 28 days after the Commencement Date, if the Underwriting Agreement is not executed on or prior to such 28th day, or (2) the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), if the Underwriting Agreement is executed on or prior to such 28th day, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or publicly disclose the intention to make any such offer, pledge, sale, purchase, grant or other disposition or transfer, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver and (2) the Company has agreed in the Underwriting Agreement to announce such impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives; provided that, except in the case of the below clauses (vi) (with respect to which items (1), (2), (3) and (4) shall not apply), (vii) (with respect to which items (1) and (2) shall not apply) and (viii) (with respect to which items (1), (2), (3) and (4) shall not apply), (1) the Representatives receive a signed lock-up agreement for the balance of the 180-day lockup period (as it may be extended hereunder) from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report with the Securities and Exchange Commission or otherwise regarding such transfers: (i) The as a bona fide gift or gifts; or (ii) pursuant to a will or other testamentary document or applicable laws of descent, or otherwise by way of testate or intestate succession, or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or otherwise to any members of the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) by operation of law; or (iv) as a distribution to partners, equity holders, members or affiliates or to any of the undersigned’s affiliates’ directors, officers or employees, or to stockholders of the undersigned if the undersigned is a corporation, partnership or limited liability company, or if the undersigned is a trust, to a trustor or beneficiary of the trust; or (v) to the undersigned’s affiliates[,][ or] to any investment fund or other entity controlled or managed by the undersigned[, or to any “Permitted Holder” as defined in Annex A]; or (vi) to the Representatives on behalf of the Underwriters in connection with the public offering of the Securities; or (vii) prior to the public offering of Securities and the consummation of the transactions contemplated by the Underwriting Agreement, to the Company in accordance with the terms of its existing equity incentive plans (a) in exchange for other Company securities upon a vesting event of the Company’s securities, upon the exercise of options or warrants to purchase the Company’s securities or upon expiration of the Company’s securities, options or warrants or (b) in exchange for cash; or (viii) following the public offering of Securities and the consummation of the transactions contemplated by the Underwriting Agreement, to the Company upon a vesting event of the Company’s securities, upon the exercise of options or warrants to purchase the Company’s securities or upon expiration of the Company’s securities, options or warrants, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting, exercise or expiration; provided that, if the undersigned reports any such transaction on a Form 4 filed with the Securities and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of 1934, the undersigned shall take the steps the undersigned deems necessary to cause such Form 4 to reflect the transaction code(s) required by General Instruction 8 to Form 4; or (ix) the exercise by the undersigned of any right with respect to the registration of any of the Lock-Up Securities prior to the expiration of the 180-day lock-up period (as it may be extended hereunder); provided that the exercise of any such right shall not result in any public announcement regarding the exercise of such registration right, or the filing of any registration statement in connection therewith prior to the expiration of the 180-day lock-up period (as it may be extended hereunder). Notwithstanding the foregoing, during the 180-day lock-up period (as it may be extended hereunder), the undersigned may sell Securities purchased by the undersigned on the open market following the public offering of Securities if and only if (i) such sales are not required to be reported in any public filing or report with the Securities and Exchange Commission or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report with the Securities and Exchange Commission or otherwise regarding such sales. (1) under the Exchange Act (a “10b5-1 Plan”), at any time during the 180-day lock-up period; provided that, prior to the expiration of the 180-day lock-up period, (x) the undersigned shall not transfer any of the undersigned’s Lock-Up Securities under such 10b5-1 Plan and (y) the undersigned shall not make any public announcement with respect to such 10b5-1 Plan. Notwithstanding the foregoing, if: (1) during the last 17 days of the 180 day lock up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension; provided that if the Company becomes aware that the potential material news or material event referenced in this sentence will not occur during the 16-day period referenced in this sentence, then the restrictions imposed by this lock-up agreement shall terminate on the earlier of (x) the later of (i) the date that the Company becomes so aware and (ii) the expiration of the 180-day lock-up period, and (y) the expiration of the 18-day period beginning on the last day of the 180-day lock-up period. This lock-up agreement shall automatically terminate upon the date that the Company provides written notice to the Representatives that the Company has been duly incorporated determined not to proceed with the proposed public offering and is validly existing as a corporation terminating this lock-up agreement on behalf of all holders of Lock-Up Securities; provided that the Company and the Representatives shall not have executed the Underwriting Agreement on or prior to such date. Assuming the Underwriting Agreement has been executed, this lock-up agreement shall automatically terminate upon the date that the Underwriting Agreement is terminated in good standing under accordance with its terms. This lock-up agreement shall lapse and become null and void if the execution of the Underwriting Agreement does not occur on or prior to the date that is 28 days after the Commencement Date. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant New York without regard to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares conflict of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement andprinciples thereof. Very truly yours, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.Signature: Print Name:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ ● ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ● ], being an amount equal to the initial public offering price set forth above less $[ ● ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number BofA Securities, Inc. ThinkEquity Total [●] 1. The Company is selling [ ● ] shares of Option Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[ ● ]. None. BofA Securities, Inc. as Representative of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. On▇ ▇▇▇▇▇▇ Lynch▇▇▇▇ ▇▇▇ ▇▇▇▇, Pierce, F▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & SRe: Proposed Public Offering by 1847 ▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapitalInc. Ladies and Gentlemen: The undersigned understands that BofA Securities, Inc. Total 9,500,000 1,425,000(“BofA”) propose(s) to enter into an Underwriting Agreement (the “Underwriting Agreement”) with 1847 ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (the “Company”) providing for the public offering of shares (the “Public Offering”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is ninety (90) days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of BofA, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of BofA, provided that (1) BofA receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts or to a charity or education institution; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as to a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason trustee or beneficiary of the ownership or leasing of property or trust, if the conduct of business, except where the failure so to qualify or to be in good standing would not result in undersigned is a Material Adverse Effect.trust; or (iv) The authorizedas a transfer or disposition by (x) by will, issued and outstanding capital stock other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock immediate family of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none undersigned upon the death of the outstanding shares of capital stock of the Company was issued in violation of the preemptive undersigned, or other similar rights of any securityholder of the Company arising (y) by operation of law pursuant to orders of a court or regulatory agency, a domestic order or negotiated divorce settlement; or (v) to the receipt of the undersigned from the Company of shares of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase shares of the Common Stock issued under an equity incentive plan of the Company or an employment arrangement; or (vi) as a distribution to limited partners or stockholders of the undersigned, if the undersigned is an entity; or (vii) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, if the undersigned is an entity; or (viii) transfers or dispositions of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this agreement that provides for the repurchase of the undersigned’s Common Stock or other securities by the Company or in connection with the termination of the undersigned’s employment with or service to the Company; or (ix) the establishment of a trading plan pursuant to Rule 10b5-1 under the Amended Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the restricted period and Restated Certificate (ii) no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made during the restricted period; or (x) if the undersigned is a corporation, partnership, limited liability company or other business entity, (A) any transfers of Incorporation Lock-Up Securities to another corporation, partnership or byother business entity that controls, is controlled by or is under common control with the undersigned or (B) distributions of Lock-laws Up Securities to members, partners or subsidiaries (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; or (xi) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of this clause (xi), “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50.1% of total voting power of the voting stock of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ DURATA THERAPEUTICS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: CREDIT SUISSE SECURITIES (USA) LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities; provided, however, that the purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, in the case of [—] shares that are Reserved Securities to be sold to the Invitees listed below. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCredit Suisse Securities (USA) LLC RBC Capital Markets, LLC Wedbush Securities Inc. Total [—] Name of Invitee 1. The Company is selling [—] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[—]. [EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] - All directors and officers of the Company: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ - All persons and entities listed below: Aisling Capital III, LP Canaan VIII L.P. Domain Partners VIII, L.P. DP VIII Associates, L.P. New Leaf Ventures II, ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Pe, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Lack, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Trust, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. None. [—], 2012 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Proposed Public Offering by Durata Therapeutics, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder and/or an officer and/or director of Durata Therapeutics, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Credit Suisse Securities (USA) LLC (“Credit Suisse,” and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, as applicable, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or the filing of any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives each receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) – (iv) below, such transfers are not required to be reported with the Securities and Exchange Commission (the “Commission”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) in the case of clauses (i) – (iv) below, the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) as a distribution to limited partners, members or stockholders of the undersigned; or (iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or (v) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned. In addition, the restrictions on transfer and authority disposition of Lock-Up Securities shall not apply to own(a) the exercise of an option to purchase shares of Common Stock outstanding as of the date hereof, lease and operate its properties and to conduct its business or granted under any stock incentive plan as described in the Prospectus and to enter into and perform its obligations under General Disclosure Package (as defined in the Purchase Underwriting Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing Company, provided that the underlying shares of property or the conduct of business, except where the failure so to qualify or Common Stock continue to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of subject to the Company is as restrictions on transfer set forth in this lock-up agreement, (b) the Prospectus repurchase of Lock-Up Securities by the Company in connection with the termination of the undersigned’s employment with the Company, (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the 180-day lock-up period or any extension thereof pursuant to this lock-up agreement, or (d) the transfer or disposition of shares of Common Stock purchased in the column entitled “Actual” under Offering from the caption “Capitalization” Underwriters (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described other than any issuer-directed Securities purchased in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive Offering by an officer or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws director of the Company.) or on the open market following the Offering. Notwithstanding the foregoing, if: (v1) The Securities have been duly authorized for issuance and sale during the last 17 days of the 180-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Underwriters pursuant Company occurs; or (2) prior to the Purchase Agreement andexpiration of the 180-day lock-up period, when issued and delivered by the Company pursuant to announces that it will release earnings results or becomes aware that material news or a material event will occur during the Purchase Agreement against payment 16-day period beginning on the last day of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non180-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.day lock-up period,

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Investment Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. By: _______________________________________ Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: M[UNDERWRITERS] By: ▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED Co. Incorporated By: _______________________________________ Authorized Signatory Name: Title: For itself themselves and as Representative of the other several Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities MMuniFund Term Preferred Shares, % Series 2014 [—] ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & S▇▇▇▇ Co. Incorporated EarlyBirdCapital[—] Total 1. The initial public offering price per share for the Securities, Inc. Total 9,500,000 1,425,000determined as provided in said Section 2, shall be $[ ]. (i) 2. The Company has been duly incorporated and is validly existing as a corporation in good standing under purchase price per share for the laws Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share; [provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delawareoverallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities]. (ii1) The Company has corporate power and authority to ownnumber of MuniFund Term Preferred Shares, lease and operate its properties and to conduct its business as described in % Series 2014 offered by the Prospectus and to enter into and perform its obligations under the Purchase Agreement. Fund (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason assuming no exercise of the ownership or leasing underwriters’ overallotment option) is [—], the initial public offering price of property or those shares is $[ ] per share and the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effectdividend rate per share is [ ]% per year. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇/CLAYMORE TOTAL RETURN FUND INCORPORATED By: _______________________________________ ------------------------------- Name: Title: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ INCORPORATED By: ------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO. M▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED [Other Underwriters] By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalBy: ---------------------------------------- Authorized Signatory For themselves and as Representatives of the other Underwriters named in SCHEDULE A hereto. SCHEDULE A Sch A-1 SCHEDULE B ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇/Claymore Total Return Fund Incorporated [ ] Shares of Common Stock (Par Value $.01 Per Share) 1. The initial public offering price per share for the Securities, Inc. Total 9,500,000 1,425,000determined as provided in said Section 2, shall be $25.00. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $23.875, being an amount equal to the initial public offering price set forth above less $1.125 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the over-allotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. Sch B-1 Exhibit A FORM OF OPINION OF FUND'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (A) With respect to the Fund: (i) The Company Fund has been duly incorporated organized and is validly existing as a corporation in good standing under the laws of the State of DelawareMaryland. (ii) The Company Fund has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company Fund is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) To our knowledge, the Fund does not have any subsidiaries. (v) The authorized, issued and outstanding capital authorized shares of common stock of the Company is Fund are as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” "Description of Capital Stock--Common Stock" (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the ProspectusAgreement); the shares of all issued and outstanding capital shares of common stock of the Company Fund have been duly authorized and validly issued and are fully paid and non-assessable; and the Common Shares conform in all material respects as to legal matters to all statements relating thereto contained in the Prospectus under the caption "Description of Capital Stock--Common Stock"; and, to counsel's knowledge, none of the outstanding shares of capital stock Common Stock of the Company was Fund were issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the CompanyFund. (vvi) The Securities to be purchased by the Underwriters from the Fund have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company Fund pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable assessable, and no holder of the Securities is or will be subject to personal liability solely by reason of being such a holder. (vii) The issuance of the Securities is not subject to preemptive or other similar rights of any securityholder of the Fund under the Charter or Bylaws of the Fund or the Maryland General Corporation Law or, to counsel's knowledge, otherwise. (viii) The Purchase Agreement has been duly authorized, executed and delivered by the Fund. (ix) The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act and the 1940 Act; any required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497; and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, and, to our knowledge, no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued, and no proceedings for any such purpose have been instituted or are pending or threatened by the Commission. (x) The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, the Prospectus and each amendment or supplement to the Registration Statement and Prospectus as of their respective effective or issue dates (other than the financial statements, related notes thereto and supporting schedules included therein or omitted therefrom, as to which we need express no opinion), and the notification on Form N-8A complied as to form in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. (xi) If Rule 434 has been relied upon, the Prospectus was not "materially different" as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. (xii) The form of certificate used to evidence the Common Shares complies in all material respects with all applicable statutory requirements, with any applicable requirements of the Charter and by-laws of the Fund and the requirements of the New York Stock Exchange. (xiii) To our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Fund is a party, or to which the property of the Fund is subject, before or brought by any United States, New York or Maryland court or governmental agency or body which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Fund or the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Fund of its obligations thereunder. (xiv) The information in the Prospectus under "Description of Capital Stock" and "Taxation" and in the Registration Statement under Item 29 (Indemnification), to the extent that it constitutes summaries of legal matters, the Fund's Charter and by-laws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects. (xv) Each of the Advisory Agreement, the Administration Agreement, the Custodian Services Agreement, the Transfer Agency And Registrar Agreement and the Purchase Agreement comply in all material respects with all applicable provisions of the 1940 Act, Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations. (xvi) The Fund is duly registered with the Commission under the 1940 Act as a closed end diversified management investment company; and, to our knowledge, no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or threatened by the Commission. (xvii) To our knowledge, no director of the Fund is an "interested person" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, except as set forth in the Registration Statement, or an "affiliated person" (as defined in the ▇▇▇▇ ▇▇▇) of an Underwriter. (xviii) To our knowledge, there are no United States federal statutes or regulations that are required to be described in the Prospectus that are not described as required. (xix) All descriptions in the Registration Statement of contracts and other documents to which the Fund is a party and which are included as exhibits to the Registration Statement are accurate in all material respects. To our knowledge, after due inquiry, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. (xx) To our knowledge, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any United States, New York or Maryland court or governmental authority or agency (other than under the 1933 Act, the 1934 Act, the 1940 Act and the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Purchase Agreement or for the offering, issuance or sale of the Securities or the consummation of the transactions contemplated by this Agreement. (xxi) The execution, delivery and performance of the Purchase Agreement and the consummation of the transactions contemplated in the Purchase Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xii) of the Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Fund is a party or by which it or any of them may be bound, or to which any of the property or assets of the Fund is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us and that is normally applicable to transactions of the type contemplated by the Purchase Agreement., of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its properties, assets or operations. (xxii) The Purchase Agreement, the Advisory Agreement, the Administration Agreement, the Custodian Services Agreement and the Transfer Agency And Registrar Agreement have each been duly authorized by all requisite action on the part of the Fund, executed and delivered by the Fund, as of the dates noted therein. Assuming due authorization, execution and delivery by the other parties thereto with respect to the Advisory Agreement, Administration Agreement, Custodian Services Agreement and the Transfer Agency And Registrar Agreement, each of the Advisory Agreement, the Administration Agreement, the Custodian Services Agreement and the Transfer Agency And Registrar Agreement constitutes a valid and binding agreement of the Fund, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. FORM OF OPINION OF ADVISER'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) [ ], 2003 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated [Other Underwriters] As Representatives of the several Underwriters named in Schedule A to the Purchase Agreement ▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ INCORPORATED Ladies and Gentlemen: We have acted as special counsel to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Incorporated, a California corporation (the "Adviser"), the investment adviser to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇/Claymore Total Return Fund Incorporated, a Maryland corporation (the "Fund"), in connection with the issue and sale to you by the Fund of [ ] shares of its common stock, par value $.01 per share (the "Shares"), subject to the terms and conditions set forth in the Purchase Agreement, dated [ ], 2003 (the "Purchase Agreement"), among you, the Fund and the Adviser. In such capacity, we have examined executed copies of the Purchase Agreement, the Advisory Agreement dated [ ], 2003 (the "Advisory Agreement") between the Fund and the Adviser, the Additional Compensation Agreement dated as of [ ], 2003 (the "Additional Compensation Agreement") between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and the Adviser and copies of the registration statement on Form N-2 (Registration Nos. 333-106393 and 811-21380), filed by the Fund under the Securities Act of 1933, as amended (the "Securities Act"), and under the Investment Company Act of 1940, as amended (the "Investment Company Act"), with the Securities and Exchange Commission (the "Commission") on June 23, 2003, and of the amendment thereto filed by the Fund with the Commission on [ ], 2003, and copies of the related prospectus (the registration statement as amended at the time when it became effective, including the information deemed to be part thereof at the time of effectiveness pursuant to Rule 497(a) of the rules and regulations of the Commission under the Securities Act, and also including the exhibits thereto and documents incorporated by reference therein, being hereinafter referred to as the "Registration Statement," and the final prospectus dated [ ], 2003 in the form in which it was filed with the Commission pursuant to Rule 497(h) under the Securities Act being hereinafter referred to as the "Prospectus"). The Registration Statement and the Prospectus were prepared and filed by the Fund without our participation. We have also examined originals of copies identified to our satisfaction of such corporate records of the Adviser, certificates of public officials, officers and employees of the Adviser and other persons, and such other documents, agreements or instruments as we have deemed necessary or appropriate as the A-4 basis for the opinions hereinafter expressed. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. In rendering our opinion, we have relied as to factual matters, to the extent we deem proper, upon the representations and warranties of the Adviser and the Fund contained in or made pursuant to the Purchase Agreement, the Advisory Agreement, certificates of officers of the Adviser and certificates of public officials. Our opinions set forth below are limited to the laws of the States of New York and California and the federal laws of the United States, and we do not express any opinion herein concerning any other laws. Based upon and subject to the foregoing, we are of the opinion that: (i) The Adviser is a corporation duly incorporated and validly existing in good standing as a corporation under the laws of the State of California with corporate power and authority under such laws to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. To our knowledge, the Adviser is not qualified to do business as a foreign corporation in any jurisdiction; (ii) Each of the Purchase Agreement and the Additional

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ ADAPTIMMUNE THERAPEUTICS PLC By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇ AND COMPANY, LLC LEERINK PARTNERS LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇ AND COMPANY, LLC By By: LEERINK PARTNERS LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per ADS for the Securities shall be $·. The purchase price per ADS for the Securities to be paid by the several Underwriters shall be $·, being an amount equal to the initial public offering price set forth above less $· per ADS, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇ and Company, Inc. LLC Leerink Partners LLC Guggenheim Securities, LLC Total 9,500,000 1,425,000[ ] 1. The Company is selling [·] American Depositary Shares (i“ADS”) representing [·] Ordinary Shares. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws of the State of Delawarenot jointly, to purchase up to an additional [·] ADSs representing [·] Ordinary Shares. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except initial public offering price per ADS for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder.$[·]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS]

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Company, Home Holdings and the Attorney-in-Fact for the other Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByRESTORATION HARDWARE HOLDINGS, INC. By Name: _______________________________________ Title: HOME HOLDINGS, LLC By Name: Title: The Selling Stockholders named in Schedule B hereto (other than Home Holdings, LLC) By Name: As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇▇, SACHS & CO. By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇▇▇, SACHS & CO. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[—] ▇▇▇▇▇▇▇, Inc. Total 9,500,000 1,425,000 (iSachs & Co. [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [—] ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C. [—] ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. [—] ▇▇▇▇▇▇▇▇▇ LLC [—] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company, Incorporated [—] ▇▇▇▇▇ Fargo Securities, LLC [—] Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold THE SELLING STOCKHOLDERS* Home Holdings, LLC(a) The Company [—] [—] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [—] [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Family Trust, dated November 1, 2012 [—] [—] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [—] [—] Demonty Price [—] [—] * Unless otherwise indicated, each individual Selling Stockholder is represented by Shartsis ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and each Selling Stockholder has been duly incorporated appointed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and is validly existing ▇▇▇▇▇▇ ▇▇▇, c/o Restoration Hardware Holdings, Inc., 15 ▇▇▇▇ ▇▇▇▇, Suite J, Corte Madera, California 94925 as a corporation in good standing under the laws its Attorneys-in-Fact and each of the State of Delawarethem acting alone as its Attorney-in-Fact. (iia) This Selling Stockholder is represented by ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP 1. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase AgreementSelling Stockholders are selling [—] shares of Common Stock. (iii) 2. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is Selling Stockholders as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant Schedule B have granted an option to the Purchase Agreement or pursuant Underwriters, severally and not jointly, to the Subscription Agreements as described in the Prospectus); the purchase up to an additional [—] shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the CompanyCommon Stock. (v) 3. The Securities have been duly authorized initial public offering price per share for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[—]. [None.] 1. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 2. ▇▇▇▇▇, ▇▇▇▇▇ 3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Family 2012 Trust 4. ▇▇▇▇▇, Eri 5. Chu, J. Michael 6. CP Home Holdings, LLC 7. ▇▇▇▇▇▇▇, ▇▇▇▇ 8. ▇▇▇▇▇, ▇▇▇ 9. ▇▇▇▇▇▇▇▇, ▇▇▇▇ 10. Glenhill Capital Overseas Master Fund 11. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust 12. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 13. Home Holdings, LLC 14. Krevlin 2005 Gift Trust 15. ▇▇▇▇▇▇▇, ▇▇▇▇▇ 16. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 17. Price, Demonty 18. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ 19. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 20. Tower Three Home LLC

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Investment Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II NUVEEN NEW JERSEY MUNICIPAL VALUE FUND By: _______________________________________ Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO. M▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED NUVEEN INVESTMENTS, LLC [OTHER CO-MANAGERS] By: _______________________________________ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated By: Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[—] Nuveen Investments, Inc. LLC [—] Total 9,500,000 1,425,000[—] (i) 1. The Company has been duly incorporated and is validly existing initial public offering price per share for the Securities, determined as a corporation provided in good standing under said Section 2, shall be $15.00. 2. The purchase price per share for the laws Securities to be paid by the several Underwriters shall be $14.325, being an amount equal to the initial public offering price set forth above less $0.675 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delawareoverallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. (ii1) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in number of shares offered by the Prospectus and to enter into and perform its obligations under the Purchase Agreement. Fund (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason assuming no exercise of the ownership or leasing underwriters’ overallotment option) is [•] and the initial public offering price of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effectthose shares is $15.00 per share. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ VAPOTHERM, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ By ▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY L.L.C. By Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C. Canaccord Genuity LLC. BTIG, LLC Total [●] 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [None] Written Testing-the-Waters Communications Form of lock-up from directors, officers or other stockholders pursuant to Section 5(j) ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Vapotherm, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder, and/or an officer and/or a director of Vapotherm, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the other underwriters party thereto providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a stockholder, and/or an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for shares of the Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right (other than pursuant to the terms of any registration rights agreement, investors rights agreement or similar agreement between the undersigned and the Company) with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of the Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may, without the prior written consent of the Representatives: (a) transfer Lock-Up Securities, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) through (iv) below, such transfers are not required to be reported during the Lock-Up Period with the Securities and Exchange Commission (the “Commission”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited partners, whether by reason members, stockholders or other equity holders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorizedto the undersigned’s affiliates or to any investment fund or other entity that, issued directly or indirectly, controls or manages, is controlled or managed by, or is under common control or management with, the undersigned; or (v) by will or intestate succession upon the death of the undersigned, provided that, any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above; or (vi) pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement; (b) exercise any rights to purchase, exchange or convert any stock options granted to the undersigned pursuant to the Company’s equity incentive plans referred to in the prospectus relating to the Public Offering, or any warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock, which warrants or other securities are described in the prospectus relating to the Public Offering, provided that (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and outstanding (B) the underlying shares of Common Stock continue to be subject to the restrictions on transfer set forth in this lock-up agreement and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such exercise during the Lock-Up Period; (c) sell or otherwise transfer Lock-Up Securities to the Company in connection with the termination of the undersigned’s employment or other service with the Company, provided that, (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and (B) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such transfers during the Lock-Up Period; (d) transfer Lock-Up Securities pursuant to a bona fide third-party tender offer, or in connection with a merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company; provided that, in the event that such tender offer, merger, consolidation or other transaction is not completed, such securities shall remain subject to the restrictions on transfer set forth in this lock-up agreement (for purposes hereof, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock of the Company is as set forth in if, after such transaction or transactions, such person or group of affiliated persons would hold more than 50% of the Prospectus in outstanding voting securities of the column entitled “Actual” under Company (or the caption “Capitalization” surviving entity)); (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the e) convert shares of issued and outstanding capital preferred stock of the Company have been duly authorized into shares of Common Stock of the Company in connection with the consummation of the Public Offering, provided that any shares of the Common Stock received upon such conversion shall be subject to the terms of this lock-up agreement; and (f) transfer Lock-Up Securities to the Company upon (i) a vesting event of any equity award granted under any equity incentive plan or stock purchase plan of the Company described in the prospectus relating to the Public Offering, or (ii) upon the exercise by the undersigned of options or warrants in accordance with clause (b) above, in each case, on a “net” or “cashless” exercise basis, and/or to cover tax withholding obligations of the undersigned in connection therewith, provided, in each case, that (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above, as applicable, and validly issued (B) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such transfers during the Lock-Up Period. Notwithstanding anything herein to the contrary, nothing in this lock-up agreement shall prevent the undersigned from establishing a 10b5-l trading plan that complies with Rule 10b5-l under the Exchange Act (“10b5-l Trading Plan”) or from amending an existing 10b5-l Trading Plan so long as there are fully paid and nonno sales of Lock-assessableUp Securities under such plan during the Lock-Up Period; and none provided that, the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-l Trading Plan, in either case, providing for sales of Lock-Up Securities shall only be permitted if (i) the establishment or amendment of such plan is not required to be reported in any public report or filing with the Commission, or otherwise during the Lock-Up Period, and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment or amendment of such plan during the Lock-Up Period. Furthermore, the undersigned may sell shares of the Common Stock purchased by the undersigned from the Underwriters in the Public Offering (other than any issuer-directed shares of the Common Stock purchased in the Public Offering by an officer or director of the Company) or on the open market following the Public Offering if and only if (i) such sales are not required to be reported during the Lock-Up Period in any public report or filing with the Commission or otherwise, and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during the Lock-Up Period. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. (a) if the waiver is effected solely to permit a transfer not involving a disposition for value and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer, or (3) if the waiver is granted to a holder of Lock-Up Securities in connection with a follow-on public offering of the Company’s securities pursuant to a registration statement on Form S-1 that is filed with the Commission, provided that such waiver shall only apply with respect to such holder’s participation in such follow-on public sale. In the event that, as a result of this paragraph, any Lock-Up Securities held by the undersigned are released from the restrictions imposed by this lock-up agreement, the Representatives shall use commercially reasonable efforts to notify the Company within two business days of the effective date of such release, and the Company, in turn, in consultation with the Representatives, shall use commercially reasonable efforts to notify the Major Holders within one business day thereafter that the same percentage of aggregate Lock-Up Securities held by such Major Holders has been released; provided that the failure to give such notice to the Company or the Major Holders shall not give rise to any claim or liability against the Company or the Underwriters, including the Representatives. Notwithstanding any other provisions of this lock-up agreement, if the Representatives, in their reasonable judgment, after consultation with the Company, determine that a record or beneficial owner of any Lock-Up Securities should be granted an early release from a lock-up agreement due to circumstances of an emergency or hardship, then the Major Holders shall not have any right to be granted an early release pursuant to the terms of this paragraph. For purposes of this lock-up agreement, each of the following persons is a “Major Holder”: each record or beneficial owner, as of the date hereof, of more than 5% of the outstanding shares of capital stock of the Company was issued in violation on an as-converted to Common Stock basis (for purposes of the preemptive determining record or other similar rights beneficial ownership of any securityholder a stockholder, all shares of the Company arising capital stock held by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Companyinvestment funds affiliated with such stockholder shall be aggregated). (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.]

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Name: Title: CONFIRMED AND ACCEPTED, as As Attorney-in-Fact acting on behalf of each of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & COSelling Shareholders JELD-WEN HOLDING, INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory Name: Title: [Onex Shareholders] By: Name: Title: [●] [●] By: [●] By: By: [●] By: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number [●] [●] Total [●] Total 1. The Selling Shareholders are selling an aggregate of Option [●] shares of Common Stock. 2. The Selling Shareholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The public offering price per share for the Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapitalshall be $[●]. [●] [●] as Representatives of the several Underwriters c/o [●] c/o [●] Re: Proposed Public Offering by JELD-WEN Holding, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a [stockholder] [and] [an officer] [and/or] [director] of JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), understands that [●] (“[●]”) and [●] (together with [●], the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to a registration statement on Form S-1 that was filed with the Securities and Exchange Commission on May [●], 2017. In recognition of the benefit that such an offering will confer upon the undersigned as a [stockholder] [and] [an officer] [and/or] [director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that with respect to transfers set forth in clauses (i) through (vi) below: (1) the Representatives receive a signed lock-up agreement having the same restrictions as the foregoing restrictions for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be (except that a transferee receiving Lock-Up Securities from the undersigned pursuant to paragraph (i) will only be required to deliver a signed lock-up agreement to the Representatives to the extent permitted by applicable law or the applicable court or regulatory order), (2) any such transfer shall not involve a disposition for value[ (other than, with respect to each of (iii) and (iv) below, dispositions for value in connection with transfers for the purpose of tax-efficient structuring)]*, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws (A) by way of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership testate or leasing of property intestate succession or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or (B) pursuant to an order of a court or regulatory agency; or (ii) as a bona fide gift or gifts; or (iii) if the Lock-Up Securities are held by a corporation, partnership, limited liability company or other entity, to any of its subsidiaries, stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Amended and Restated Certificate Securities Act of Incorporation 1933 (each, an “Affiliate”)) or by-laws any of its or any of the Company.foregoing’s directors, officers and employees; or (iv) to any investment fund or other entity controlled or managed by, or under common control or management with, the undersigned; or (v) The to any members of the immediate family of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (vi) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (ii) through (v) above; or (vii) any transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company that occurs after the consummation of the Public Offering (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Lock-Up Securities have been duly authorized for issuance and sale shall remain subject to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth restrictions contained in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderthis agreement).

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company parties in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByAG MORTGAGE INVESTMENT TRUST, INC. By Title: _______________________________________ AG REIT MANAGEMENT, LLC By Title: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CODEUTSCHE BANK SECURITIES INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED [—] [—] By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A heretoDEUTSCHE BANK SECURITIES INC. By By: [—] By Name of Underwriter Number of Initial Securities Number Deutsche Bank Securities Inc. [—] [—] [—] 1. The Company is selling [—] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[—]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] [—] Shares of Common Stock 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $[—]. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—] for the Initial Securities and the Option Securities. 3. The AG Offering Payments as described in Sections 2(a) and 2(b) shall be $[—] per share for the Reserved Securities and $[—] for the Initial Securities (other than the Reserved Securities) and the Option Securities; provided that the purchase price per share for any Option Securities Mpurchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. 1. Required to deliver a letter in the form of Exhibit B. ▇▇▇▇▇ ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholder(s) a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholder(s) in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ CTPartners Executive Search Inc. By Title: CONFIRMED AND ACCEPTED, By As Attorney-in-Fact acting on behalf of the Selling Stockholder(s) named in Schedule B hereto The foregoing Agreement is hereby confirmed and accepted as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory Acting as Representatives of the several underwriters named in Schedule A By For itself themselves and as Representative Representative(s) of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Shares shall be $l. The purchase price per share for the Shares to be paid by the several Underwriters shall be $l, being an amount equal to the initial public offering price set forth above less $l per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. Name of Underwriter Number of Initial Securities Number of Option Securities MFirm Shares ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & SCompany, L.L.C. ▇.▇. ▇▇▇▇ Incorporated EarlyBirdCapital& Associates, Inc. Total 9,500,000 1,425,000CTPartners Executive Search Inc. [Selling Stockholders] Total 1. The Company and the Selling Stockholder(s) are selling l shares of Common Stock. 2. The Company and the Selling Stockholder(s) have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional l shares of Common Stock. 3. The initial public offering price per share for the Shares shall be $l. (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ DURATA THERAPEUTICS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: CREDIT SUISSE SECURITIES (USA) LLC By By: ▇▇▇▇▇▇▇▇▇ LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCredit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC JMP Securities LLC RBC Capital Markets, LLC [•] Total [•] 1. The Company is selling [•] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The public offering price per share for the Securities shall be $[•]. [EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] - All directors and officers of the Company: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ None. [•], 2013 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ c/o Jefferies LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Durata Therapeutics, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder and/or an officer and/or director of Durata Therapeutics, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, as applicable, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or the filing of any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Offering. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives each receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) – (iv) below, such transfers are not required to be reported with the Securities and Exchange Commission (the “Commission”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) in the case of clauses (i) – (iv) below, the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited partners, whether by reason members or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity controlled or managed by the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; or (v) The Securities have been duly authorized for issuance and sale by will, other testamentary document or intestate succession to the Underwriters pursuant to the Purchase Agreement andlegal representative, when issued and delivered by the Company pursuant to the Purchase Agreement against payment heir, beneficiary or a member of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder immediate family of the Securities is or will be subject to personal liability by reason of being such a holderundersigned.

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund and the Company Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II RMK ADVANTAGE INCOME FUND, INC. By: _______________________________________ ---------------------------------------- Name: Charles D. Maxwell Title: Secretary and Assistant Treasurer MORGAN ASSET MANAGEMENT, ▇▇▇. By: ---------------------------------------- Name: Charles D. Maxwell Title: Secretary and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: MMorgan Keegan & Company, ▇▇▇▇▇▇ L. [---------] By: MORGAN KEEGAN & COMPANY, ▇▇▇▇ . ▇▇: -------------------------------------------------- Authorized Signatory For itself and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A NUMBER OF NAME OF UNDERWRITER PRIMARY SHARES ------------------- -------------- Morgan Keegan & CO. MCompany, ▇▇▇▇▇▇ LYNCH. TOTAL ------------------- SCHEDULE B RMK ADVANTAGE INCOME FUND, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: INC. [_______________________________________ Authorized Signatory For itself and ] Common Shares 1. The initial public offering price per share for the Shares, determined as Representative provided in said Section 2, shall be $15.00. 2. The purchase price per share for the Shares to be paid by the several Underwriters shall be $14.325, being an amount equal to the initial public offering price set forth above less $0.675 per share; provided that the purchase price per share for any Option Shares purchased upon the exercise of the other Underwriters named over-allotment option described in Schedule A heretoSection 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ LynchSCHEDULE C FORM OF OPINION FOR THE FUND 1. The Fund is a corporation duly incorporated, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of DelawareMaryland and is qualified to do business as a foreign corporation in the State of Tennessee, which we have been advised by an officer of the Fund is the only state in which the Fund maintains an office for the conduct of its business. (ii) 2. The Company Fund has the corporate power and authority to own, lease and operate to: (i) own its properties and to conduct its business as described in the Prospectus Registration Statement and to enter into the Prospectus; and (ii) execute, deliver and perform its obligations under the Purchase Underwriting Agreement. (iii) 3. To our knowledge, the Fund does not have any subsidiaries. 4. The Company Common Shares conform in all material respects as to all statements as to legal matters relating thereto contained in the Prospectus. No person is duly qualified as a foreign corporation entitled to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason any preemptive or other similar rights with respect to the Common Shares. 5. The number of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company authorized Common Shares is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances"Description of Shares." All Common Shares that, if anyto our knowledge, pursuant have been issued and are outstanding prior to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock issuance of the Company Primary Shares: (i) have been duly authorized and validly issued and are fully paid and non-assessable; and none of (ii) have been offered and sold by the outstanding shares of capital stock of the Company was issued Fund in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Companycompliance with applicable law. (v) 6. The Securities Primary Shares have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Underwriting Agreement and, when issued and delivered by the Company Fund pursuant to the Purchase Underwriting Agreement against payment of the consideration set forth in the Purchase Underwriting Agreement, will be validly issued and fully paid and non-assessable assessable. 7. The Registration Statement has been declared effective under the Securities Act and, to our knowledge, no stop order with respect thereto has been issued and no holder proceeding for that purpose has been instituted by the Commission. Any filing of a Prospectus or any supplement thereto required under Rule 497 under the Securities Act prior to the date hereof has been made in the manner and within the time required by such rule. 8. The Fund is duly registered with the Commission under the Investment Company Act as a diversified, closed-end management investment company. 9. Other than with respect to financial statements and related notes and schedules and any other financial, accounting and statistical information that is included or incorporated by reference in, or omitted from, the following documents, as to which we express no opinion, the Registration Statement, the Prospectus and any amendment or supplement thereto prior to the date hereof complied as to form in all material respects with the requirements of the Securities Act, the Investment Company Act and the Rules and Regulations thereunder; 10. Insofar as the statements in the section of the Prospectus entitled "Tax Matters" constitute summaries of legal matters or legal conclusions, those statements constitute fair summaries of those legal matters or legal conclusions. 11. To our knowledge, there is no action, suit, proceeding, inquiry or investigation by or before any court or governmental agency that is pending against the Fund or to which any of its properties are subject, which may reasonably be expected to result in a Material Adverse Effect or to materially and adversely affect the properties or assets of the Fund, the consummation by the Fund of the transactions contemplated in the Underwriting Agreement or the performance by the Fund of its obligations thereunder. 12. The terms of the Underwriting Agreement and each of the Fund Agreements do not violate in any material respect any applicable provision of Investment Company Act, the Investment Company Act Rules and Regulations, the Adviser Act or the Adviser Act Rules and Regulations. 13. Neither the execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the Fund Agreements, nor the issuance and sale of the Primary Shares to the Underwriters and the use by the Fund of the proceeds thereof as provided by the Underwriting Agreement and as described in the Prospectus under the caption "Use of Proceeds": (i) violate the Fund's charter or by-laws; (ii) violate, breach or constitute a default or event of default under the terms of any agreement or instrument that is filed as an exhibit to the Registration Statement and to which the Fund is a party or by which its property may be bound, except for violations, breaches or defaults that would not have a Material Adverse Effect; or (iii) to our knowledge, require the Fund to obtain any consent or approval by, or make any filing with, any court, regulatory body, administrative or other governmental body, agency or official under any statute, rule, or regulation of the State of Maryland or of the United States, other than consents, approvals and filings previously obtained or made and in full force and effect. 14. The execution and delivery of, and performance of the Fund's obligations under, each of the Fund Agreements have been duly authorized by all necessary action of the Fund, and the Fund has duly executed and delivered each of the Fund Agreements. 15. We note that the Underwriting Agreement provides that it is to be governed by and construed in accordance with the law of the State of Tennessee. We express no opinion with respect to that provision, and this opinion is given as if the law of the State of Maryland, other than its law relating to choice of law, were chosen as the governing law in the Underwriting Agreement. Based on that assumption, the Underwriting Agreement and each of the other Fund Agreements constitutes the legal, valid and binding obligation of the Fund, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other, similar laws affecting the rights and remedies of creditors generally and by general principles of equity (whether applied by a court of law or equity), and except as rights to indemnity thereunder may be limited by federal or state securities laws. SCHEDULE D FORM OF OPINION FOR THE ADVISER Based on the foregoing, and subject to the limitations, qualifications and exceptions set forth below, I am of the opinion that: 1. The Adviser has been duly organized, is validly existing and in good standing as a corporation under the laws of the State of Tennessee with power and authority to conduct its business as described in the Registration Statement and in the Prospectus. 2. The Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and is not prohibited by the Advisers Act, the Investment Company Act of 1940, as amended (the "Investment Company Act"), or the rules under such Acts from acting as investment adviser for the Fund as contemplated by the Investment Advisory Agreement, the Registration Statement and the Prospectus. 3. I note that the Investment Advisory Agreement provides that it is to be governed by and construed in accordance with the law of the State of Maryland. I express no opinion with respect to that provision, and this opinion is given as if the law of the State of Tennessee, other than its law relating to choice of law, were chosen as the governing law in the Investment Advisory Agreement. The Adviser has the corporate power and authority to enter into each of the Underwriting Agreement and the Investment Advisory Agreement, (collectively, the "Agreements") and to perform all the terms and provisions thereof to be performed by it, and (A) each such Agreement has been duly and validly authorized, executed and delivered by the Adviser, (B) each such Agreement does not violate in any material respect any of the applicable provisions of the Investment Company Act, the Advisers Act and the rules under such Acts, and (C) assuming due authorization, execution and delivery by the other parties thereto, each such Agreement constitutes the legal, valid and binding obligation of the Investment Adviser, enforceable in accordance with its terms, (1) subject, as to enforcement, to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other, similar laws affecting the rights and remedies of creditors generally and by general principles of equity (whether applied by a court of law or equity) and (2) except as rights to indemnity thereunder may be limited by public policy and federal or state securities laws. 4. Neither (A) the execution and delivery by the Adviser of the Agreements nor (B) the consummation by the Adviser of the transactions contemplated by, or the performance of its obligations under, the Agreements conflicts or will conflict with, or results or will result in a breach of, the Articles of Incorporation and By-Laws of the Adviser or, to my knowledge, any material agreement or instrument to which the Adviser is a party or by which the Adviser is bound, or any law, rule or regulation, or, to my knowledge, any order of any court, governmental instrumentality, securities exchange or association or arbitrator applicable to the Adviser, except for such breaches or violations that will not result Adviser Material Adverse Effect and except that, in the published opinion of the Commission, the indemnification provisions in the Underwriting Agreement, insofar as they relate to indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") Act, are against public policy as expressed in the Securities Act and are therefore unenforceable. 5. To my knowledge, no consent, approval, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required of the Adviser for the transactions to be subject performed by the Adviser, or the performance by the Adviser of its obligations under the Underwriting Agreement or the Investment Advisory Agreement, except such as have already been obtained. 6. To my knowledge, the description of the Adviser and its business in the Registration Statement and the Prospectus does not contain any untrue statement of a material fact or omit to personal liability state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. 7. To my knowledge, there is no action, suit or proceeding before or by reason any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending that is of being such a holdernature required to be disclosed in the Registration Statement or the Prospectus or that might reasonably result in any Adviser Material Adverse Effect.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ CYTOMX THERAPEUTICS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇ AND COMPANY, LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇▇▇▇▇ LLC By By: ▇▇▇▇▇ AND COMPANY, LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $ . The purchase price per share for the Securities to be paid by the several Underwriters shall be $ , being an amount equal to the initial public offering price set forth above less $ per share subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇ and Company, LLC ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. 1. The Company is selling shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $ . , 2015 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇▇▇ LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by CytomX Therapeutics, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a securityholder, officer and/or director of CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a securityholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending at 11:59 p.m. ET on the date that is the 180th day after the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies, directly or indirectly, (i) 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed securities the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies will notify the Company of the impending release or waiver, and (2) the Company has agreed, or will agree, in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies: (a) transfer Lock-Up Securities, provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a required Schedule 13G (or 13G/A) or Form 13F filed after the expiration of the lock-up period): (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorizedto a corporation, issued partnership, limited liability company, investment fund or other entity that controls or is controlled by, or is under common control with, the undersigned, or is wholly-owned by the undersigned, or, in the case of an investment fund, that is managed by, or is under common management with, the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned); (b) sell or transfer shares of Common Stock to the underwriters in the Public Offering; (c) transfer Lock-Up Securities to the Company upon a vesting event of the Company’s securities or upon the exercise or conversion of options or warrants to purchase the Company’s securities, in each case, on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, provided that (1) such transfers are not required to be reported with the SEC on Form 4 in accordance with Section 16 of the Exchange Act and outstanding capital (2) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the 180-day lock-up period; (d) convert shares of preferred stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the into shares of issued and outstanding capital stock Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding Company, or exercise preferred stock warrants, provided that any shares of capital stock received upon any such conversion or exercise remain subject to the terms of this lock-up agreement; (e) transfer Lock-Up Securities by operation of law, including pursuant to a domestic order or a negotiated divorce settlement, provided that Lock-Up Securities received upon such transfer remain subject to the terms of this lock-up agreement; or (f) transfer Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Lock-Up Securities involving a Change of Control of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company was issued in violation of (or the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Companysurviving entity). (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ APPLIED MOLECULAR TRANSPORT INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇▇▇▇▇▇▇▇▇ LLLC SVB LEERINK LLC By: BOFA SECURITIES, INC. By By: ▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED LLC By By: _______________________________________ Authorized Signatory SVB LEERINK LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. ▇▇▇▇▇▇▇▇▇ LynchLLC SVB Leerink LLC Total 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, Pierceseverally and not jointly, Fto purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] Written Testing-the-Waters Communications [SPECIFY EACH TTW PRESENTATION USED WITH INVESTORS IN TTW MEETINGS] FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS Lock-Up Agreement BofA Securities, Inc. ▇▇▇▇▇▇▇▇▇ & SLLC SVB Leerink LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Jefferies LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o SVB Leerink LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Applied Molecular Transport Inc. Dear Sirs: The undersigned, a stockholder, an officer and/or director of Applied Molecular Transport Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. Total 9,500,000 1,425,000(“BofA”), ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and SVB Leerink LLC (“SVB Leerink” and together with BofA and Jefferies, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer directed securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or dispose of the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) in the case of any transfer pursuant to (i) through (vii) and (x) below, the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) in the case of any transfer pursuant to (i) through (vii) below, such transfer shall not involve a disposition for value, (3) in the case of any transfers pursuant to (i) through (vii) and (ix) below, such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (4) in the case of any transfer pursuant to (viii), (x), (xi) and (xiii), if the undersigned is required to file a report under Section 16 of the Exchange Act reporting a change in beneficial ownership of shares in Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer relates to the circumstances described in the applicable clause; and (5) in the case of any transfer pursuant to (i) through (xi) and (xiii) below, the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation bona fide gift or gifts, including a bona fide gift to a charitable organization, as such term is described in good standing under the laws Section 501(c)(3) of the State Internal Revenue Code of Delaware.1986, as amended; (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin); (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership will or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.intestacy; (iv) The authorizedto any immediate family; (v) if the undersigned is a trust, issued to the trustor, trustee or beneficiary of such trust or to the estate of a beneficiary of such trust; (vi) to a corporation, partnership, limited liability company or other entity of which the undersigned or any immediate family member is the legal and outstanding capital stock beneficial owner of all of the outstanding equity securities or similar interests; (vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity or non-natural person, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned (including, for the avoidance of doubt any wholly-owned direct or indirect subsidiary of the undersigned or to the immediate or indirect parent entity of the undersigned), or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or other disposition by the undersigned to its stockholders, partners, members or other equity holders; (viii) transfers of Lock-Up Securities to the Company pursuant to any contractual arrangement that provides the Company with an option to repurchase such shares of Common Stock in the event the undersigned ceases to provide services to the Company, provided that such contractual arrangement is as set forth disclosed in the Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission; (ix) that the undersigned may purchase in open market transactions on or after the column entitled date set forth on the cover of the final prospectus relating to the Public Offering (the “ActualProspectus”); (x) by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement; (xi) to the Company (A) in connection with the “net” under or “cashless” exercise of options or other rights to purchase the caption “Capitalization” Lock-Up Securities from the Company (except including any transfer to the Company for subsequent issuancesthe payment of tax withholdings or remittance payments due as a result of such exercise) and (B) in connection with the vesting or settlement of restricted stock units, if anyfor the payment of tax withholdings or remittance payments due as a result of the vesting or settlement of such restricted stock units, in all such cases, pursuant to the Purchase Agreement equity awards granted under a stock incentive plan or pursuant to the Subscription Agreements as other equity award plan, which plan is described in the Prospectus); , provided that any Common Stock received as a result of such exercise, vesting or settlement shall remain subject to the shares terms of issued and outstanding capital stock this letter; (xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company have been duly authorized and validly issued made to all holders of the Company’s capital stock involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Common Stock shall remain subject to the provisions of this letter (for the purposes of this letter, “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act, or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and are fully paid and non-assessable13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting share capital of the Company); and none and (xiii) pursuant to the conversion or reclassification of the outstanding shares of capital preferred stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth into Common Stock as disclosed in the Purchase AgreementProspectus, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will provided that any such Common Stock received upon such conversion shall be subject to personal liability by reason the terms of being such a holderthis letter.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByAUDENTES THERAPEUTICS, INC. By Name: _______________________________________ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇ AND COMPANY, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇ AND COMPANY, LLC By By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[ ] ▇▇▇▇▇ and Company, LLC [ ] ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. [ ] Wedbush Securities Inc. [ ] Total 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [SPECIFY ANY ISSUER GENERAL USE FREE WRITING PROSPECTUS] [SPECIFY ANY WRITTEN TESTING-THE-WATERS COMMUNICATIONS] ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇ and Company, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Audentes Therapeutics, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a stockholder, officer and/or director of Audentes Therapeutics, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇▇ and Company, LLC (“Cowen”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper” and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cowen, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Offering”) of shares of the Company’s common stock (the “Common Stock”). In recognition of the benefit that such an Offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement, (the “Restricted Period”) the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cowen, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Offering. If the undersigned is an officer or director of the Company, (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cowen agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cowen will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cowen hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Cowen: (i) The Company has been duly incorporated provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Restricted Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a Form 5 with respect to a bona fide gift or gifts that is validly existing filed no sooner than February 10, 2017): (a) as a corporation in good standing under bona fide gift or gifts; or (b) by will or intestacy; (c) to any trust for the laws direct or indirect benefit of the State undersigned or the immediate family of Delawarethe undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); (d) if the undersigned is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (e) as a distribution to limited partners, stockholders, members of, or owners of similar equity interests in the undersigned; or (f) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. (ii) The pursuant to a sale of shares of Common Stock of the Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described purchased by the undersigned in the Prospectus Offering or on the open market following the Offering; provided that (i) such sales are not required to be reported in any public report or filing with the Securities and to enter into Exchange Commission, or otherwise and perform its obligations under (ii) the Purchase Agreement.undersigned does not otherwise voluntarily effect any public filing or report regarding such sales; (iii) The Company pursuant to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) the undersigned is duly qualified as a foreign corporation not required to transact business and is does not voluntarily effect any public filing or report in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.connection therewith; (iv) The authorizedpursuant to the exercise of an option to purchase shares of Common Stock granted under any stock incentive plan of the Company described in the final prospectus relating to the Offering, issued including the surrender of shares of Common Stock to the Company in lieu of payment in cash of the exercise price and outstanding any tax withholding obligations due as a result of such exercise; provided that (i) the shares of Common Stock received by the undersigned upon exercise shall continue to be subject to the restrictions on transfer set forth in this lock-up agreement, (ii) such exercise is not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (iii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such exercise; (v) pursuant to the transfer, sale, tender or other disposition of Common Stock to a bona fide third party pursuant to a tender offer for securities of the Company made to all stockholders of the Company, or any merger, consolidation, stock exchange or other business combination that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case that is approved by the independent members of the Board of Directors of the Company and involves a change in ownership of a majority of the voting capital stock of the Company is as set forth Company; provided that in the Prospectus event that the tender offer, merger, consolidation, stock exchange or other business combination is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions in this lock-up agreement; (vi) to the column entitled “Actual” Company pursuant to an agreement under which the Company has the option to repurchase shares or a right of first refusal with respect to transfer of such shares upon termination of service of the undersigned; and (vii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided that (i) any public disclosure or filing under the caption “Capitalization” (except for subsequent issuances, if any, pursuant Exchange Act or otherwise that is required to be made during the Purchase Agreement or pursuant to the Subscription Agreements Restricted Period as described in the Prospectus); the shares a result of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising such transfer shall include a statement that such transfer has occurred by operation of law or under and (ii) the Amended and Restated Certificate of Incorporation or byRepresentatives receive a signed lock-laws up agreement for the balance of the CompanyRestricted Period from transferee and (iii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfer. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Shareholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ MISSION PRODUCE, INC. By Title: [●] By As Attorney-in-Fact acting on behalf of the Selling Shareholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇.▇. ▇▇▇▇▇▇ LSECURITIES LLC CITIGROUP GLOBAL MARKETS INC. By: BOFA SECURITIES, INC. By Authorized Signatory By: ▇.▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED SECURITIES LLC By Authorized Signatory By: _______________________________________ CITIGROUP GLOBAL MARKETS INC. By Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. ▇.▇. ▇▇▇▇▇▇ LynchSecurities LLC Citigroup Global Markets Inc. ▇▇▇▇ Capital Partners, Pierce, FLLC ▇▇▇▇▇▇▇▇ Inc. ▇.▇. ▇▇▇▇▇▇▇▇ & SCo. Total [●] Mission Produce, Inc. [●] Total 1. The Company and the Selling Shareholders are selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. Form of lock-up from directors, officers or other stockholders pursuant to Section 5(k) BofA Securities, Inc. ▇.▇. ▇▇▇▇▇▇ Incorporated EarlyBirdCapitalSecurities LLC Citigroup Global Markets Inc. as Representatives of the several Underwriters c/o BofA Securities, Inc. Total 9,500,000 1,425,000▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Mission Produce, Inc. Ladies and Gentlemen: The undersigned, a stockholder [and an officer and/or director]1 of Mission Produce, Inc., a California corporation expected to be reincorporated in Delaware in connection with the Offering (as defined below) (the “Company”), understands that BofA Securities, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and Citigroup Global Markets Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director]2 of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending at the close of business on the date that is 180 days from the date of the final prospectus relating to the Offering (such period, the “Restricted Period”), the undersigned will not, and will not cause any direct or indirect affiliate to, without the prior written consent of BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including without limitation, Common Stock or such other securities which may be deemed to be 1 NTD: To be included in D&O Lockups. 2 NTD: To be included in D&O Lockups. beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, (ii) enter into any hedging, swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (iii) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities, or (iv) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this letter agreement if it had been entered into by the undersigned during the Restricted Period. [If the undersigned is an officer or director of the Company, (1) BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC hereunder to any such officer or director shall only be effective two business days after the publication date of such announcement. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.]3 If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may, without the prior written consent of BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC: 3 NTD: Include in D&O Lockups. (a) transfer the Lock-Up Securities, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the Restricted Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) through (iv) below, such transfers are not required to be reported during the Restricted Period with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Restricted Period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownthe immediate family of the undersigned or any trust, lease and operate its properties and partnership or similar entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or if the undersigned is a trust, to conduct its business as described in any beneficiary of the Prospectus and to enter into and perform its obligations under the Purchase Agreement.undersigned (including such beneficiary’s estate); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited partners, whether by reason members, stockholders or other equity holders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorizedto the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or (v) by will or intestate succession upon the death of the undersigned, issued provided that, any filing under Section 16 of the Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above; or (vi) pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement. (b) exercise any rights to purchase, exchange or convert any stock options granted to the undersigned pursuant to the Company’s equity incentive plans referred to in the prospectus relating to the Offering, or any warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock, which warrants or other securities are described in the prospectus relating to the Offering, provided that (1) any filing under Section 16 of the Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above, (2) the underlying shares of Common Stock continue to be subject to the restrictions on transfer set forth in this lock-up agreement and outstanding capital stock (3) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such exercise during the Restricted Period; (c) sell or otherwise transfer Lock-Up Securities to the Company in connection with the termination of the undersigned’s employment or other service with the Company, provided that, (1) any filing under Section 16 of the Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described above and (B) no Lock-Up Securities were sold by the reporting person other than such transfers to the Company as described above and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such transfers during the Restricted Period; (d) transfer Lock-Up Securities pursuant to a bona fide third-party tender offer, or in connection with a merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company’s capital stock involving a change of control of the Company; provided that, in the event that such tender offer, merger, consolidation or other transaction is as not completed, such securities shall remain subject to the restrictions on transfer set forth in this lock-up agreement (for purposes hereof, “change of control” shall mean the Prospectus transfer (whether by tender offer, merger, consolidation or other similar transaction), in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuancesone transaction or a series of related transactions, if anyto a person or group of affiliated persons, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation if, after such transaction or transactions, such person or group of affiliated persons would hold more than 50% of the preemptive or other similar rights of any securityholder outstanding voting securities of the Company arising by operation (or the surviving entity)); and (e) transfer Lock-Up Securities to the Company upon (i) a vesting event of law any equity award granted under any equity incentive plan or under the Amended and Restated Certificate of Incorporation or by-laws stock purchase plan of the Company. (v) The Securities have been duly authorized for issuance and sale Company described in the prospectus relating to the Underwriters pursuant Offering, or (ii) upon the exercise by the undersigned of options or warrants in accordance with clause (b) above, in each case, on a “net” or “cashless” exercise basis, and/or to cover tax withholding obligations of the undersigned in connection therewith, provided, in each case, that (1) any filing under Section 16 of the Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to the Purchase Agreement andcircumstances described above, when issued and delivered as applicable, (2) no Lock-Up Securities were sold by the Company pursuant reporting person other than such transfers to the Purchase Agreement against payment of Company as described above and (3) the consideration set forth in undersigned does not otherwise voluntarily effect any other public filings or reports regarding such transfers during the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderRestricted Period.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ FIRST WATCH RESTAURANT GROUP, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇▇▇▇▇▇▇ LSACHS & CO. LLC ▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCHLLC By: BOFA SECURITIES, PIERCE, FINC. By By: ▇▇▇▇▇▇▇ SACHS & SCO. LLC By By: ▇▇▇▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. [ •] ▇▇▇▇▇▇▇ LynchSachs & Co. LLC [ •] ▇▇▇▇▇▇▇▇▇ LLC [ •] [•] [ •] Total [ •] 1. The Company is selling [•] shares of Common Stock. 2. The Company has granted an option to the Underwriters, Pierceseverally and not jointly, Fto purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. Written Testing-the-Waters Communications Form of lock-up from directors, officers or other stockholders pursuant to Section 5(i) Lock-Up Agreement BofA Securities, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & SCo. LLC ▇▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapitalLLC as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o BofA Securities, Inc. Total 9,500,000 1,425,000▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Goldman ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering of Common Stock by First Watch Restaurant Group, Inc. Dear Sirs: The undersigned, a securityholder, officer and/or director of First Watch Restaurant Group, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇▇▇ LLC (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Representatives’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise or (3) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”). Notwithstanding the foregoing, the undersigned may: (a) transfer the undersigned’s Lock-Up Securities: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts, or for bona fide estate planning purposes, (ii) The Company has corporate power and authority to ownby will, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.other testamentary document or intestacy, (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredany trust, whether by reason partnership, limited liability company or other entity for the direct or indirect benefit of the ownership undersigned, the immediate family or leasing affiliate of property the undersigned, or if the conduct undersigned is a trust, to a trustor or beneficiary of business, except where the failure so to qualify trust or to be in good standing would the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not result in a Material Adverse Effect.more remote than first cousin), (iv) The authorizedto any partnership, issued limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding capital stock equity securities or similar interests, (v) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, limited liability company members or shareholders of the undersigned, or holders of similar equity interests in the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, (viii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (ix) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned, (x) to the Company from an employee of the Company is upon death, disability or termination of employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such Lock-Up Securities, in each case, of such employee, (xi) as set forth part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the Prospectus closing date for the Public Offering, (xii) to the Company in connection with the column entitled vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “Actualnet” under or “cashless” exercise), including for the caption “Capitalization” (except for subsequent issuancespayment of exercise price and tax and remittance payments due as a result of the vesting, if anysettlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to the Purchase Agreement an agreement or pursuant to the Subscription Agreements as equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the General Disclosure Package and the Prospectus); , or (xiii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the shares Board of issued and outstanding capital stock Directors of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none made to all holders of the outstanding Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company was issued (or the surviving entity)); provided that in violation of the preemptive event that such tender offer, merger, consolidation or other similar rights transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any securityholder transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (viii) , such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (i), (iii), (iv), (v), (vi) and (ix) no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) 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 Company arising by operation Restricted Period referred to above) and (C) in the case of law any transfer or distribution pursuant to clause (a) (ii), (vii), (viii), (ix), (xi) and (xii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under the Amended and Restated Certificate of Incorporation or by-laws Section 16(a) of the Company. (v) The Securities have been duly authorized for issuance and sale to Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Underwriters pursuant to the Purchase Agreement andRestricted Period, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth such filing, report or announcement shall clearly indicate in the Purchase Agreement, will be validly issued footnotes thereto the nature and fully paid and non-assessable and no holder conditions of the Securities is or will be subject to personal liability by reason of being such a holder.transfer;

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yoursVENTAS, TREMISIS ENERGY ACQUISITION CORPORATION II INC. By Name: Title: By: _______________________________________ Ventas, Inc., its General Partner By Name: Title: By Name: Title: By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED BANC OF AMERICA SECURITIES LLC L▇▇▇ M▇▇▇▇ ▇▇▇▇ W▇▇▇▇▇, INCORPORATED UBS WARBURG LLC CIBC WORLD MARKETS CORP. SUNTRUST CAPITAL MARKETS, INC. By: _______________________________________ Authorized Signatory M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital· Banc of America Securities LLC · L▇▇▇ M▇▇▇▇ ▇▇▇▇ W▇▇▇▇▇, Incorporated · UBS Warburg LLC · CIBC World Markets Corp. · SunTrust Capital Markets, Inc. · Total 9,500,000 1,425,000· Ventas, Inc. · · NME Properties, Inc. · · NME Property Holding Co., Inc. · · · Shares of Common Stock (i) 1. The Company has been duly incorporated and is validly existing initial public offering price per share for the Securities, determined as a corporation provided in good standing under said Section 2, shall be $·. 2. The purchase price per share for the laws Securities to be paid by the several Underwriters shall be $·, being an amount equal to the initial public offering price set forth above less $· per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as over-allotment option described in the Prospectus and Section 2(b) shall be reduced by an amount per share equal to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership any dividends or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered distributions declared by the Company pursuant to and payable on the Purchase Agreement against payment of Initial Securities but not payable on the consideration set forth in the Purchase AgreementOption Securities. Ventas Realty, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.Limited Partnership Delaware Ventas, Inc. (GP) Ventas LP Realty, LLC (LP) 100% Ventas LP Realty, LLC Delaware Ventas, Inc. 100% Ventas Finance I, LLC Delaware Ventas Finance I, Inc. 100% Ventas Finance I, Inc. Delaware Ventas, Inc. 100% Ventas Specialty I, LLC Delaware Ventas Specialty I, Inc. 100% Ventas Specialty I, Inc. Delaware Ventas, Inc. 100% Ventas Capital Corporation Delaware Ventas Realty, Limited Partnership 100% Ventas TRS, LLC Delaware Ventas Realty 100% Ventas Healthcare Properties, Inc. Delaware Ventas, Inc. 100% D▇▇▇▇ ▇. ▇▇▇▇▇▇ M▇▇▇ ▇. ▇▇▇▇▇ W. B▇▇▇▇ ▇▇▇▇▇▇▇▇ D▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ R▇▇▇▇▇ ▇. ▇▇▇▇▇ J▇▇ ▇. ▇▇▇▇▇▇▇

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II TEAM HEALTH HOLDINGS, INC. By: _______________________________________ Name: Title: ENSEMBLE PARENT LLC By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ByBy Name: _______________________________________ Authorized Signatory Title: For itself and as a Representative of the other Underwriters named in Schedule A hereto. Name ▇▇▇▇▇▇▇, SACHS & CO. By (▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) For itself and as a Representative of Underwriter Number the other Underwriters named in Schedule A hereto. BARCLAYS CAPITAL INC. By Name: Title: For itself and as a Representative of Initial Securities Number the other Underwriters named in Schedule A hereto. CITIGROUP GLOBAL MARKETS INC. By Name: Title: For itself and as a Representative of Option Securities Mthe other Underwriters named in Schedule A hereto. ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇, Sachs & Co. Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. ▇▇▇▇▇▇▇▇ Inc. Total 9,500,000 1,425,000[—] Team Health Holdings, Inc. Ensemble Parent, LLC Total [—] Shares of Common Stock (i) 1. The Company has been duly incorporated and is validly existing initial public offering price per share for the Securities, determined as a corporation provided in good standing under said Section 2, shall be $[—]. 2. The purchase price per share for the laws Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as option described in the Prospectus and Section 2(b) shall be reduced by an amount per share equal to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership any dividends or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered distributions declared by the Company pursuant to and payable on the Purchase Agreement against payment of Initial Securities but not payable on the consideration set forth in the Purchase AgreementOption Securities. Ensemble Parent, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.LLC

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriter and the Company Fund and the Adviser in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II MUNIYIELD FUND, INC. By: _______________________________________ Title------------------------------------ Authorized Officer FUND ASSET MANAGEMENT, L.P. By: PRINCETON SERVICES, INC., General Partner By: ------------------------------------ Authorized Officer CONFIRMED AND ACCEPTED, as of the date first above written: MMERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH ▇N▇▇▇▇▇▇ LRATED ▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ --------------------------------------- Authorized Signatory For itself and SCHEDULE A ---------- MUNIYIELD FUND, INC. (a Maryland corporation) $57,000,000 Auction Market Preferred Stock 2,280 Shares, Series G (Liquidation Preference $25,000 per share) 1. The initial public offering price per share for the Shares, determined as Representative provided in Section 2 hereof shall be $25,000 plus accumulated dividends, if any, from the date of original issue. 2. The purchase price per share for the other Underwriters named in Schedule Shares to be paid by the Underwriter shall be $24,750 plus accumulated dividends, if any, from the date of original issue, being an amount equal to the initial public offering price set forth above less $250 per share. 3. The dividend rate for the Series G AMPS for the initial dividend period ending [ , 2004] shall be [ ]%. Exhibit A heretoFORM OF OPINION OF FUND'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 6(b) 1. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company Fund has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of DelawareMaryland. (ii) 2. The Company Fund has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) 3. The Company Fund is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business (a "Material Adverse Effect"). (iv) 4. The authorized, issued and outstanding capital stock of the Company Fund is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the "Description of Capital Stock." The outstanding shares of issued and outstanding capital stock Common Stock of the Company Fund and the Outstanding AMPS have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Companynonassessable. (v) 5. The Securities Shares to be purchased by the Underwriter from the Fund have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to the Purchase Agreement and, when issued and delivered by the Company Fund pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities Shares is or will be subject to personal liability by reason of being such a holder. 6. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund. 7. To the best of our knowledge, the Fund does not have any subsidiaries. 8. The Purchase Agreement has been duly authorized, executed and delivered by the Fund and complies with all applicable provisions of the Investment Company Act. 9. The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act; any required filing of the certificate pursuant to Rule 497(j) or the Prospectus pursuant to Rule 497(c) or Rule 497(h), as the case may be, has been made in the manner and within the time period required by Rule 497(j), Rule 497(c) or Rule 497(h), as the case may be; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. 10. The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, the Prospectus, and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules included or incorporated by reference therein or omitted therefrom, as to which we need express no opinion) complied as to form in all material respects with the requirements of the 1933 Act, the Investment Company Act and the Rules and Regulations. 11. The form of certificate(s) used to evidence each of the Shares complies in all material respects with all applicable statutory requirements and with any applicable requirements of the charter and by-laws of the Fund. To the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Fund is a party, or to which the property of the Fund is subject, before or brought by any court or governmental agency or body, domestic or foreign, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Fund of its obligations thereunder, other than those disclosed in the Prospectus. 12. The information in the Prospectus under "Description of AMPS," "Description of Capital Stock," and "Taxes" and in the Registration Statement under Item 29, to the extent that it constitutes matters of law, summaries of legal matters, the Fund's charter and bylaws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects. 13. To the best of our knowledge, there are no statutes or regulations that are required to be described in the Prospectus that are not described as required. 14. All descriptions in the Prospectus of contracts and other documents to which the Fund is a party are accurate in all material respects; to the best of our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments of the Fund required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. 15. To the best of our knowledge, the Fund is not in violation of its charter or by-laws and no default by the Fund exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement or the Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement. 16. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than under the 1933 Act, the 1934 Act, the Investment Company Act, the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Purchase Agreement, the Advisory Agreement, the Custody Agreement, the Auction Agreement and the Letter of Representations or for the offering, issuance, sale or delivery of the Shares. 17. The Advisory Agreement and the Custody Agreement have each been duly authorized and approved by the Fund and comply as to form in all material respects with all applicable provisions of the Investment Company Act, and each has been duly executed by the Fund. 18. Each of the Auction Agent Agreement and the Letter of Representations has been duly authorized, executed and delivered by the Fund, and each constitutes a valid and binding obligation of the Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights and to general equitable principles. 19. The Fund is registered with the Commission under the Investment Company Act as a closed-end, non-diversified management investment company, and all required action has been taken by the Fund under the 1933 Act, the Investment Company Act and the Rules and Regulations to make the public offering and consummate the sale of the Shares pursuant to the Purchase Agreement; the provisions of the charter and the by-laws of the Fund comply as to form in all material respects with the requirements of the Investment Company Act; and, to the best of our knowledge and information, no order of suspension or revocation of such registration under the Investment Company Act, pursuant to Section 8(e) of the Investment Company Act, has been issued or proceedings therefor initiated or threatened by the Commission. 20. The execution, delivery and performance of the Purchase Agreement and the consummation of the transactions contemplated in the Purchase Agreement and in the Registration Statement (including the issuance and sale of the Shares, and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xi) of the Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Fund is a party or by which it may be bound, or to which any of the property or assets of the Fund is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its properties, assets or operations. Nothing has come to our attention that has caused us to believe that the Registration Statement or any amendment thereto, including the Rule 430A Information and Rule 434 Information (if applicable), (except for financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement), at the time such Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which we need make no statement), at the time the Prospectus was issued, at the time any such amended or supplemented prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates and written statements of responsible officers of and accountants for the Fund and the Adviser and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). Exhibit B FORM OF OPINION OF THE GENERAL COUNSEL OR SENIOR ATTORNEY OF THE INVESTMENT ADVISER TO BE DELIVERED PURSUANT TO SECTION 6(c) (1) The Adviser has been duly organized as a limited partnership under the laws of the State of Delaware, with power and authority to conduct its business as described in the Registration Statement and in the Prospectus. (2) The Adviser is duly registered as an investment adviser under the Investment Advisers Act and is not prohibited by the Investment Advisers Act or the Investment Company Act, or the rules and regulations under such Acts, from acting under the Advisory Agreement for the Fund as contemplated by the Prospectus. (3) This Agreement and the Advisory Agreement have been duly authorized, executed and delivered by the Adviser, and the Advisory Agreement constitutes a valid and binding obligation of the Adviser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights and to general equity principles; and, to the best of his knowledge and information, neither the execution and delivery of this Agreement or the Advisory Agreement nor the performance by the Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of, any of the terms and provisions of, or constitute, with or without the giving of notice or the lapse of time or both, a default under, any agreement or instrument to which the Adviser is a party or by which the Adviser is bound, or any law, order, rule or regulation applicable to the Adviser of any jurisdiction, court, Federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Adviser or its properties or operations. (4) To the best of his knowledge and information, the description of the Adviser in the Registration Statement and in the Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Exhibit C FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 6(e) (1) We are independent public accountants with respect to the Fund within the meaning of the 1933 Act, Investment Company Act and the applicable rules and regulations thereunder adopted by the Commission; (2) In our opinion the financial statements audited by us and included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act, the Investment Company Act and the related rules and regulations adopted by the Commission;

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company XPO Parties and the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the XPO Parties and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByXPONENTIAL FITNESS, INC. By Title: _______________________________________ XPONENTIAL INTERMEDIATE HOLDINGS, LLC By Title: H&W INVESTCO, LP By Title: H&W INVESTCO II, LP By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & COBOFA SECURITIES, INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED JEFFERIES LLC By: _______________________________________ Authorized Signatory BOFA SECURITIES, INC. By For itself themselves and as Representative a Representatives of the other Underwriters named in Schedule A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. JEFFERIES LLC By: JEFFERIES LLC By For themselves and as a Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[⚫]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[⚫], being an amount equal to the initial public offering price set forth above less $[⚫] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number BofA Securities, Inc. [⚫] Jefferies LLC [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] [⚫] Total [⚫] H&W Investco, LP [•] [•] H&W Investco II, LP [•] [•] Total [•] [•] 1. The Selling Stockholders are selling [⚫] shares of Option Class A Common Stock. 2. The Selling Stockholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [⚫] shares of Class A Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[⚫]. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Junk ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ H&W Investco, LP H&W Investco II, LP FORM LOCK-UP AGREEMENT BofA Securities, Inc. Total 9,500,000 1,425,000Jefferies LLC as a Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Xponential Fitness, Inc. Ladies and Gentlemen: The undersigned, a stockholder, officer and/or director of Xponential Fitness, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofA”) and Jefferies LLC (“Jefferies”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), on behalf of the several underwriters to be named in Schedule A thereto (the “Underwriters”), with the Company and the Selling Stockholders to be listed in Schedule B thereto providing for the public offering (the “Public Offering”) of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of BofA and Jefferies, (i) directly or indirectly, 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 any shares of Class A Common Stock or the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, the limited liability company interests in Xponential Fitness LLC (the “LLC Units”)), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of BofA and Jefferies, provided that: (1) in the case of clauses (i) through (v), BofA and Jefferies have received a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee or transferee, as the case may be, and in the case of clause (ix), the undersigned shall use reasonable best efforts to cause the transferee to deliver to BofA and Jefferies a signed lock-up agreement for the balance of the Lock-Up Period; (2) in the case of clauses (i) through (vi), such transfer shall not involve a disposition for value; (3) in the case of clauses (i) through (v) and clause (x), such transfer is not required to be reported with the Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (4) in the case of clauses (vi) through (ix) and clause (xi), any such required Form 4 shall state the reason for such transfer; and (5) the undersigned shall not otherwise voluntarily effect any public filing or report regarding such transfer (other than a report on Form 5 or a filing on Schedule 13D, 13F or 13G that is required to be filed during the Lock-Up Period, provided that any such required Form 5 shall state the reason for such transfer): (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts, including, without limitation, gifts to a charity or charitable trust; (ii) The Company has corporate power to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) by will, other testamentary document or intestate succession to a legal representative, heir, beneficiary or member of the immediate family of the undersigned; (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, as part of a distribution to the stockholders, partners, members, beneficiaries or other equityholders of the undersigned; (v) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to the undersigned’s affiliates or to an investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or its affiliates (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner, a successor partnership or fund, or other fund managed by such partnership), or to a trust [of which the undersigned and/or the immediate family of the undersigned]1 are the legal and authority beneficial owner of all of the outstanding equity securities or similar interests; (vi) pursuant to ownthe conversion or exchange of (a) outstanding LLC Units and a corresponding number of outstanding shares of Class B Common Stock into or for shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) and (b) outstanding shares of Class B Common Stock into shares of Class A Common Stock, lease and operate its properties and to conduct its business in each case as described in the Prospectus Registration Statement and the prospectus for the Public Offering (the “Prospectus”), provided that any shares of Common Stock (or securities convertible into or exercisable or exchange for Common Stock) received upon such conversion or exchange shall be subject to enter into and perform its obligations under the Purchase Agreementrestrictions set forth in this lock-up agreement; 1 For CEO lock-up agreement, bracketed language to be replaced with: “of which the undersigned, the family or friends of the undersigned and/or a charitable organization”. (iiivii) The to the Company is duly qualified as a foreign corporation in connection with the exercise, vesting or settlement of options, warrants or other rights to transact business and is purchase shares of Common Stock, or any securities convertible into or exchangeable for Common Stock, in good standing accordance with their terms (including, in each jurisdiction case, on a “cashless” or “net exercise” basis and/or to cover withholding tax obligations in which connection with such qualification is requiredexercise, whether by reason of the ownership vesting or leasing of property settlement) pursuant to a stock incentive plan or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock purchase plan of the Company is as described in the Registration Statement and the Prospectus, provided that any shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the restrictions set forth in this lock-up agreement; (viii) to the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, Company pursuant to arrangements in effect on the Purchase Agreement or pursuant to the Subscription Agreements as date hereof and described in the Prospectus); Registration Statement and the shares of issued and outstanding capital stock of Prospectus pursuant to which the Company have been duly authorized and validly issued and are fully paid and nonhas (a) an option to repurchase such Lock-assessable; and none Up Securities or (b) a right of first refusal with respect to transfers of such Lock-Up Securities, provided, in the outstanding shares case of capital stock clause (b), that the transfer triggering such right of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising first refusal is otherwise permitted under this lock-up agreement; (ix) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, divorce decree, separation agreement or other related court order; (x) in connection with the establishment of a written trading plan pursuant to Rule 10b5-1 under the Amended and Restated Certificate Exchange Act, provided that the securities subject to such plan may not be transferred during the Lock-Up Period; (xi) to the Company in connection with the termination of Incorporation the undersigned’s service for the Company pursuant to an arrangement in effect on the date hereof that provides the Company with an option to repurchase such Lock-Up Securities; (xii) pursuant to a bona fide third-party tender offer, merger, consolidation or by-laws similar transaction made to all holders of the Company.’s capital stock involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or similar transaction is not completed, such Lock-Up Securities shall remain subject to the restrictions set forth in this lock-up agreement; (vxiii) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company Underwriting Agreement; (xiv) pursuant to transactions described, and as contemplated, under the Purchase Agreement against payment caption “Organizational Structure” in the Registration Statement and the Prospectus, provided that any shares of Common Stock or LLC Units, or any securities convertible into or exercisable or exchangeable for Common Stock or LLC Units, received in such transactions shall be subject to the consideration restrictions set forth in this lock-up agreement; or (xv) [pursuant to a pledge, hypothecation or other granting of a security interest in shares of Common Stock to one or more lending institutions as collateral or security for or in connection with a margin loan or other loans, advances or extensions of credit entered by the Purchase Agreementundersigned or its affiliates, will be validly issued or a refinancing thereof, and fully paid and non-assessable and no holder any subsequent transfers of such shares of Common Stock pursuant to any foreclosures in connection therewith, provided that the amount of the Securities is or will be undersigned’s Common Stock subject to personal liability by reason such pledges, hypothecations or other grants of being such a holdersecurity interests shall be limited, in the aggregate, to 25% of the undersigned’s Common Stock measured as of completion of the Public Offering].2 2 To be included in lock-up agreement of certain entities.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ CALYXT, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBy: Citigroup Global Markets Inc. By: Name: Title: By: ▇▇▇▇▇▇▇ LSachs & Co. LLC By: Name: Title: By: ▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED LLC By: _______________________________________ Authorized Signatory Name: Title: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share. Name of Underwriter Number of Initial Securities Number of Option Securities MCitigroup Global Markets Inc. [•] ▇▇▇▇▇▇▇ Lynch, Pierce, FSachs & Co. LLC [•] ▇▇▇▇▇▇▇▇▇ & SLLC [•] ▇▇▇▇▇ Incorporated EarlyBirdCapitalFargo Securities, Inc. LLC [•] BMO Capital Markets Corp. [•] Total 9,500,000 1,425,000[•] [In the same offering, Parent is purchasing [•] shares of Common Stock from the Company at a purchase price of [•] per share.] 1. The Company is selling [•] shares of Common Stock[, including [•] shares purchased by Parent directly from the Company]. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. 4. Net proceeds to the Company for (i) The Company has been duly incorporated the Initial Securities after underwriting discounts and is validly existing as a corporation in good standing under the laws of the State of Delaware. commissions [and (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase AgreementParent Securities] are $[•]. (iii) The Company is duly qualified as a foreign corporation 1. [Issuer Free Writing Prospectus dated [•], 2018, filed pursuant to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason Rule 433 of the ownership or leasing Securities Act of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.1933] Testing-the-Waters Communications (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered 1. Presentation used by the Company pursuant to in February 2018 2. Presentation used by the Purchase Agreement against payment of the consideration set forth Company in the Purchase Agreement, will be validly issued and fully paid and nonMay 2018 Cellectis S.A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company, the Operating Partnership and the Company Advisor in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Title: By: Ashford Prime OP General Partner LLC, as the sole general partner By: Ashford Hospitality Prime, Inc., as the sole managing member By: Title: By: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ By: By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. 1. The initial public offering price per share for the Securities shall be $[—]. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[— ] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC [— ] KeyBanc Capital Markets Inc. [— ] Credit Agricole Securities (USA) Inc. [— ] Credit Suisse Securities (USA) LLC [— ] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [— ] ▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇▇ & Company, Incorporated [— ] FBR Capital Markets & Co. [— ] JMP Securities LLC [— ] MLV & Co. LLC [— ] ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC [— ] Total 9,500,000 1,425,000[— ] (i) 1. The Company is selling [—] shares of Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws not jointly, to purchase up to an additional [—] shares of the State of DelawareCommon Stock. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except initial public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[—]. [None.] All directors, executive officers and certain other existing security holders:

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II EMERALD EXPOSITIONS EVENTS, INC. By: _______________________________________ Name: Title: Onex Partners III LP By: Name: Title: Onex Partners III GP LP By: Name: Title: Onex US Principals LP By: Name: Title: Onex Partners III PV LP By: Name: Title: Onex Partners III Select LP By: Name: Title: Onex Advisor Subco III LLC By: Name: Title: [Signature Page to Underwriting Agreement] ONEX Expo SARL By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ByName: _______________________________________ Title: BARCLAYS CAPITAL INC. Name: Title: ▇▇▇▇▇▇▇ SACHS & CO. LLC Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[●] Barclays Capital Inc. [●] ▇▇▇▇▇▇▇ Sachs & Co. LLC [●] Citigroup Global Markets Inc. [●] Credit Suisse Securities (USA) LLC [●] Deutsche Bank Securities Inc. [●] RBC Capital Markets, LLC [●] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [●] Total [●] Onex Partners III LP [●] [●] Onex Partners III GP LP [●] [●] Onex US Principals LP [●] [●] Onex Partners III PV LP [●] [●] Onex Partners III Select LP [●] [●] Onex Advisor Subco III LLC [●] [●] Onex Expo SARL [●] [●] Total [●] [●] 1. The Selling Stockholders are selling an aggregate of [●] shares of Common Stock. 2. The Selling Stockholders have granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The public offering price per share for the Securities shall be $[●]. [●] Such individuals and entities previously identified to and agreed upon by the Representatives. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. ▇▇▇▇▇▇▇ Sachs & Co. LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Goldman ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Emerald Expositions Events, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, a [stockholder] [and] [an officer] [and/or] [director] of Emerald Expositions Events, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Barclays Capital Inc. (“Barclays”) and ▇▇▇▇▇▇▇ Sachs & Co. LLC (together with ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Barclays, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to a registration statement on Form S-1 to be filed with the Securities and Exchange Commission. In recognition of the benefit that such an offering will confer upon the undersigned as a [stockholder] [and] [an officer] [and/or] [director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that with respect to transfers set forth in clauses (i) through (vi) below: (1) the Representatives receive a signed lock-up agreement having the same restrictions as the foregoing restrictions for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be (except that a transferee receiving Lock-Up Securities from the undersigned pursuant to paragraph (i) will only be required to deliver a signed lock-up agreement to the Representatives to the extent permitted by applicable law or the applicable court or regulatory order), (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws (A) by way of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership testate or leasing of property intestate succession or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or (B) pursuant to an order of a court or regulatory agency; or (ii) as a bona fide gift or gifts; or (iii) if the Lock-Up Securities are held by a corporation, partnership, limited liability company or other entity, to any of its subsidiaries, stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Amended and Restated Certificate Securities Act of Incorporation 1933 (each, an “Affiliate”)); or (iv) to any investment fund or other entity controlled or managed by-laws of , or under common control or management with, the Company.undersigned; or (v) The to any members of the immediate family of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (vi) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (ii) through (v) above; or (vii) any transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company that occurs after the consummation of the Public Offering (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Lock-Up Securities have been duly authorized for issuance and sale shall remain subject to the Underwriters restrictions contained in this agreement); or (viii) the sale of Common Stock by the undersigned pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Underwriting Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Transaction Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByAMERICAN HEALTHCARE REIT, INC. By Title: _______________________________________ AMERICAN HEALTHCARE REIT HOLDINGS, LP. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. MLLC By: BOFA SECURITIES, INC. By By: ▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory CO. LLC By [Signature page to Underwriting Agreement] For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. [ ●] ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & SCo. LLC [ ●] KeyBanc Capital Markets Inc. [ ●] Citigroup Global Markets Inc. [ ●] Total [ ●] 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [●] Written Testing-the-Waters Communications [OMITTED] [OMITTED] [OMITTED] [OMITTED] FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS PURSUANT TO SECTION 5(I) BofA Securities, Inc. ▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇ & Co. LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. Total 9,500,000 1,425,000 One Bryant Park New York, New York 10036 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10036 Re: Proposed Public Offering by American Healthcare REIT, Inc. The undersigned, a stockholder and an officer and/or director of American Healthcare REIT, Inc., a Maryland corporation (the “Company”), or a holder of units of limited partnership interest (“OP Units”) in American Healthcare REIT Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), understands that BofA Securities, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Operating Partnership providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, or a holder of OP Units, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement (the “Underwriters”) that, during the period beginning on the date hereof and ending on the date that is 180 days after the date of listing of the Common Stock for trading on a national securities exchange (the “Lock-Up Period”), the undersigned will not, will not cause any direct or indirect affiliate to, and will not publicly disclose an intention to, without the prior written consent of the Representatives, (i) The directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, any shares of Common Stock or OP Units or any securities convertible into or exercisable or exchangeable for Common Stock or OP Units (including, for the avoidance of doubt, shares of Class I common stock, par value $0.01 per share, of the Company (“Class I Common Stock”) and shares of Class T common stock, par value $0.01 per share, of the Company (“Class T Common Stock”)) beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in good standing connection therewith, under the laws Securities Act of 1933, as amended, except as otherwise permitted in the State of Delaware. Underwriting Agreement, or (ii) enter into any hedging, swap, loan or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such hedging, swap, loan or transaction is to be settled by delivery of Common Stock, OP Units or other securities, in cash or otherwise. The Company has corporate power undersigned acknowledges and authority agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction during the Lock-Up Period designed or intended, or which could reasonably be expected to ownlead to or result in, lease a sale or disposition of any shares of Common Stock or OP Units, or any securities convertible into or exercisable or exchangeable for Common Stock or OP Units (including, for the avoidance of doubt, shares of Class I Common Stock, and operate its properties shares of Class T Common Stock), even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. Notwithstanding the foregoing, and subject to conduct its business as described the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (i) with respect to transfers pursuant to clauses (1), (2), (3), (4) and (5) below, (a) the Representatives receive a signed lock-up agreement in the Prospectus form of this lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee or transferee, as the case may be (unless such donee, trustee, distribute or transferee has already signed such a lock-up agreement), (b) any such transfer does not involve a disposition for value, (c) except for with respect to transfers pursuant to clause (1), such transfers are not required to be reported with the Commission in accordance with Section 16 of the Exchange Act and (d) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers, (ii) with respect to enter into clauses (6) and perform its obligations under the Purchase Agreement. (7) below, any Lock-up Securities received upon such conversion, exchange or exercise shall remain subject to this lock-up agreement and (iii) The Company is duly qualified with respect to clauses (1), (6), (7), (8), (9) and (10) below, any required filing reporting any such transfer with the Commission pursuant to Section 16 of the Exchange Act shall briefly note the applicable circumstances that cause such exception to apply and explain that such filing relates solely to transfers within such exception, unless, in the case of clause (8), such disclosure would be prohibited by any applicable law, regulation or order of a court or regulatory agency (provided that in no event shall the undersigned voluntarily effect any public filing or report regarding such transfers): (1) as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether bona fide gift or gifts; (2) by reason will or intestate succession upon the death of the ownership undersigned, including to the transferee’s nominee or leasing custodian; (3) to any immediate family member of property the undersigned, or to any trust for the direct or indirect benefit of the undersigned or the conduct immediate family of businessthe undersigned (for purposes of this lock-up agreement, except where “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or if the failure so undersigned is a trust, to qualify any beneficiary of the undersigned (including such beneficiary’s estate); (4) as a distribution to limited partners, general partners, limited liability company members, stockholders or other equity holders of the undersigned; (5) to the undersigned’s subsidiaries or affiliates or to be in good standing would not result in a Material Adverse Effect.any investment fund or other entity which controls or is controlled or managed by, or under common control or management with, the undersigned; (iv6) The authorizedthrough the conversion, issued and outstanding capital stock exchange or exercise of any securities convertible into or exercisable or exchangeable for Lock-Up Securities; (7) to exercise or settle, via a disposition to the Company, equity awards granted under any equity plan of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as that are described in the Prospectus); , including through any “cashless” exercise thereof, including a disposition to the shares Company for the purpose of issued and outstanding capital stock satisfying any withholding taxes (including estimated taxes) due as a result of such exercise or settlement; (8) pursuant to an order of a court or regulatory agency or to comply with any regulations relating to the undersigned’s ownership of Lock-Up Securities; (9) pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar business combination transaction or series of related transactions approved or recommended by the Company’s board of directors involving a Change of Control (as defined below) of the Company have been duly authorized and validly issued and are fully paid and non(including, without limitation, entering into any lock-assessable; and none up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Lock-Up Securities in connection with such transaction or series of related transactions, or vote any Lock-Up Securities in favor of such transaction or series of related transactions), provided that in the outstanding shares of capital stock of the Company was issued in violation of the preemptive event that such tender offer, merger, consolidation or other similar rights such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the provisions of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or bythis lock-laws of the Company.up agreement; or (v10) The Securities have been duly authorized for issuance to any nominee or custodian of a person or entity to whom a transfer or disposition would be permissible under clauses (1) through (5), and sale to (8) above, and in compliance with the Underwriters pursuant to the Purchase Agreement andrequirements of clauses (i) through (iii), when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreementabove, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderas applicable.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Fund a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company Fund and each of the Advisers in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II GLOBAL INCOME & CURRENCY FUND INC. By: _______________________________________ Name: Title: IQ INVESTMENT ADVISORS LLC By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO. M▇▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCitigroup Global Markets Inc. Nuveen Investments, LLC ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated Fixed Income Securities, LP J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Inc. Total 9,500,000 1,425,000▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Inc. RBC Capital Markets Corporation ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated Wedbush ▇▇▇▇▇▇ Securities Inc. ▇▇▇▇▇ Fargo Securities, LLC (i) 1. The Company has been duly incorporated and is validly existing initial public offering price per share for the Shares, determined as a corporation provided in good standing under Section 2, shall be $20.00. 2. The purchase prices per share for the laws Shares to be paid by the Underwriters shall be $19.10, being an amount equal to the initial public offering price set forth above less $.90 per share; provided that the purchase price per share for any Option Shares purchased upon the exercise of the State of Delawareoverallotment option described in Section 2(b) shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. (ii1) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in number of shares offered by the Prospectus and to enter into and perform its obligations under the Purchase Agreement. Fund (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason assuming no exercise of the ownership or leasing underwriters’ overallotment option) is [•] and the purchase price of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effectthose shares is $20.00 per share. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ WISDOMTREE INVESTMENTS, INC. By Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto ▇▇▇▇ ▇▇▇▇ By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. UBS Securities LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Sandler ▇’▇▇▇▇▇ & Partners, ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, Inc. Total 9,500,000 1,425,00014,362,251 Number of Initial Securities to be Sold Maximum Number of Option Securities to be Sold WisdomTree Investments, Inc. 1,000,000 0 Bendigo Ventures 269,045 43,377 Flexpoint Fund, L.P. 1,722,318 277,682 Hillcrest Financial, LLC 129,174 20,826 RRE Ventures III-A, L.P. 1,524,734 245,826 RRE Ventures Fund III, L.P. 127,417 20,543 RRE Ventures III, L.P. 70,167 11,313 S Family Partners, L.P. 2,296,425 370,242 ▇▇▇▇▇ ▇▇▇▇▇▇ 674,465 108,741 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 258,348 41,652 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 3,103,869 500,423 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,864,057 485,943 The ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Foundation 1,150,000 0 ▇▇▇▇▇ ▇▇▇▇▇▇ 172,232 27,768 Total 14,362,251 2,154,336 (i) 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws Selling Stockholders are selling 14,362,251 shares of the State of DelawareCommon Stock. (ii) The Company has corporate power 2. Certain Selling Stockholders have granted an option to the Underwriters, severally and authority not jointly, to own, lease and operate its properties and purchase up to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreementan additional 2,154,336 shares of Common Stock. (iii) 3. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[—].

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantors a counterpart hereof, whereupon this instrumentUnderwriting Agreement, along with all counterparts, will become a binding agreement among between the Underwriters Representative and the Company and the Guarantors in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II PSEG POWER LLC By: Name: Title: PSEG NUCLEAR LLC By: Name: Title: PSEG FOSSIL LLC By: Name: Title: PSEG ENERGY RESOURCES & TRADE LLC By: Name: Title: Confirmed and accepted as of the date first above written: [NAME OF REPRESENTATIVE] By: Authorized Signatory Acting on behalf of itself and as representative of the other named Underwriters To: PSEG Power LLC ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: We understand that PSEG Power LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell $_____________ aggregate principal amount of its senior debt securities (the “Debt Securities”) (such securities also being hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below. Underwriter Principal Amount of Underwritten Securities $ Total $ The Underwritten Securities shall have the following terms: Title of Securities: Rank: Ratings: ▇▇▇▇▇’▇ Investors Service, Inc.: Standard & Poor’s Ratings Services: Fitch, Inc.: Aggregate principal amount: Aggregate principal amount of Option Underwritten Securities: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption and/or repayment provisions: Sinking fund requirements: Listing requirements: Black-out provisions: Method of Offering: Fixed Price: % of principal amount plus accrued interest, if any from , 20 . Variable Price: Initial public offering price per security: % of principal amount (payable in [same] [next] day funds) plus accrued interest, if any, from , 20 . Purchase price per security: % of principal amount plus accrued interest, if any, from , 20 . Form: Issuer General Use Free Writing Prospectus (including the Final Term Sheet, if applicable): See Schedule A hereto. Applicable Time: Other terms and conditions: Closing date and location: All of the provisions contained in the document attached as Annex I hereto entitled “PSEG POWER LLC – Senior Debt Securities – Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than o’clock P.M. (New York City time) on _____________________________________, 20__ Title: CONFIRMED AND ACCEPTEDby signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, as [UNDERWRITERS] By:[Representative] Acting on behalf of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative representative of the other Underwriters named in Schedule A heretoUnderwriters. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ Accepted: PSEG POWER LLC By: Name: Title: PSEG NUCLEAR LLC By: Name: Title: PSEG FOSSIL LLC By: Name: Title: PSEG ENERGY RESOURCES & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000TRADE LLC By: Name: Title: (i1) The Company has been duly incorporated and organized, is validly existing as a corporation limited liability company in good standing under the laws of the State jurisdiction of Delaware. (ii) The Company its organization, has corporate the requisite power and authority to own, lease and operate own its properties property and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under under, or as contemplated under, the Purchase Agreement. (iii) The Company Underwriting Agreement and the applicable Terms Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in a Material Adverse EffectChange. (iv2) Each Guarantor and each Significant Subsidiary has been duly incorporated or organized, is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, has the power and authority to own its property and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change. All of the issued shares of capital stock or membership interests of each Guarantor and each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company or a direct wholly-owned Subsidiary of the Company or a Guarantor, as the case may be, free and clear of all liens, encumbrances, equities or claims. None of the outstanding shares of capital stock or membership interests of any Guarantor or Significant Subsidiary were issued in violation of preemptive or other similar rights of any security holder of such Guarantor or Significant Subsidiary, as the case may be. (3) The authorized, issued and outstanding capital stock membership interest of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” Company’s most recent Annual Report on Form 10-K or, if applicable, subsequent Quarterly Report on Form 10-Q (except for subsequent issuancesissuances thereof, if any, pursuant to the Purchase Agreement reservations, agreements or employee benefit plans or pursuant to the Subscription Agreements as described exercise of convertible securities or options, in each case which are referred to in the Registration Statement, the General Disclosure Package and the Prospectus); the shares of issued and outstanding capital stock of . The sole membership interest in the Company have has been duly authorized and validly issued by the Company and are is fully paid and non-assessable; assessable and none is directly owned by Public Service Enterprise Group Incorporated, free and clear of the outstanding shares of capital stock of the Company all liens, encumbrances, equities or claims and such membership interest was not issued in violation of the preemptive or other similar rights of any securityholder security holder of the Company. (4) The Underwriting Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Company and each Guarantor. (5) The Notes have been duly authorized by the Company for issuance and sale pursuant to the Underwriting Agreement and the applicable Terms Agreement. The Notes, when duly executed, issued and authenticated in the manner provided for in the Indenture and delivered against payment of the requisite consideration therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by requirements that a claim with respect to any debt securities payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States. The Notes will be in the form contemplated by, and each registered holder thereof is entitled to the benefits of, the Indenture. (6) The Guarantees have been duly authorized by the Guarantors for issuance and sale pursuant to the Underwriting Agreement and the applicable Terms Agreement. The Guarantees, when (i) the Guarantees are duly executed and (ii) the Notes are duly executed, issued and authenticated in the manner provided for in the Indenture and delivered against payment of the requisite consideration therefor, will constitute valid and legally binding obligations of each applicable Guarantor, enforceable against each applicable Guarantor in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by requirements that a claim with respect to any obligations payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States. Each registered holder of Notes is entitled to the benefits of the Guarantees. (7) The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor and constitutes a valid and legally binding agreement of the Company arising and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by operation bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by requirements that a claim with respect to any debt securities issued or issuable under the Indenture that are payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States. (8) The Indenture conforms, and, upon issuance in accordance with the Indenture and the Underwriting Agreement, the Underwritten Securities will conform, in all material respects to the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and will be substantially in the forms filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement. (9) The information in the Registration Statement, the General Disclosure Package and the Prospectus under the Amended captions “Description of the Notes” and Restated Certificate “Description of Incorporation Debt Securities,” in the Annual Report on Form 10-K under “Regulatory Issues” and “Environmental Matters” in Item 1 – Business and under Item 3 – Legal Proceedings, and any updates thereto in subsequent 1934 Act reports of the Company, to the extent that it constitutes matters of law, summaries of legal matters or the Company’s or any Guarantor’s organizational documents, bylaws or legal proceedings, or legal conclusions, has been reviewed by me and fairly presents, in all material respects, the matters therein described. (10) To the best of my knowledge, neither the Company nor any of its Subsidiaries is in violation of its certificate of formation or limited liability company agreement, and no default by the Company or any of its Subsidiaries exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement, the General Disclosure Package or the Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement. (11) The execution, delivery and performance of the Underwriting Agreement, the applicable Terms Agreement, the Indenture, the Notes and the Guarantees and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any Guarantor in connection with the transactions contemplated thereby or in the Registration Statement, the General Disclosure Package and the Prospectus and the consummation of the transactions contemplated therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described therein) and compliance by the Company and the Guarantors with their obligations thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or any of its Subsidiaries pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to me, to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the assets, properties or operations of the Company or any of its Subsidiaries is subject, nor will such action result in any violation of the provisions of the organizational documents or by-laws of the CompanyCompany or any of its Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to me, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations. (v12) The Securities have been duly authorized for issuance To the best of my knowledge, except as disclosed in the Registration Statement, the General Disclosure Package and sale the Prospectus, there is not pending or threatened any action, suit, proceeding, inquiry or investigation to which the Underwriters pursuant Company or any Subsidiary is a party or to which the Purchase Agreement andassets, when issued properties or operations of the Company or any Subsidiary is subject, before or by any court or governmental agency or body, domestic or foreign, which might reasonably be expected to result in a Material Adverse Change or which might reasonably be expected to materially and delivered adversely affect the assets, properties or operations thereof or the consummation of the transactions contemplated under the Underwriting Agreement, the applicable Terms Agreement, the Notes, the Guarantees or the Indenture or the performance by the Company pursuant or any Guarantor of their respective obligations thereunder. (13) All descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of contracts and other documents to which the Company, any Guarantor or their subsidiaries are a party fairly present, in all material respects, the matters therein described. To the best of my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Purchase Agreement against payment Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. (14) To the best of the consideration set forth in the Purchase Agreementmy knowledge, will there are no statutes or regulations that are required to be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.describ

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByOCULIS HOLDING AG By Title: _______________________________________ By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & COBOFA SECURITIES, INC. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory BOFA SECURITIES, INC. By SVB SECURITIES LLC By: SVB SECURITIES LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option BofA Securities, Inc. [●] SVB Securities MLLC [●] Wedbush Securities Inc. [●] ▇▇▇▇▇▇ Lynch, Pierce, F▇. ▇▇▇▇▇ & SCo. Incorporated [●] ▇.▇. ▇▇▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapital& Co., LLC [●] Pareto Securities Inc. [●] Total 9,500,000 1,425,000[●] (i) 1. The Company is selling [●] Ordinary Shares. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws of the State of Delawarenot jointly, to purchase up to an additional [●] Ordinary Shares. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except public offering price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder$[●].

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ TUBEMOGUL, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED CITIGROUP GLOBAL MARKETS INC. By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: CITIGROUP GLOBAL MARKETS INC. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalCitigroup Global Markets Inc. RBC Capital Markets, LLC BMO Capital Markets Corp. ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. Total [—] 1. The Company is selling [—] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[—]. [None.] PowerPoint slides presented in a meeting on February 13, 2014. PowerPoint slides presented in meetings on February 25 and 26, 2014 and March 24, 2014. [—], 2014 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc. as Representatives of the several Underwriters listed in Schedule A of the Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by TubeMogul, Inc. Total 9,500,000 1,425,000 Dear Sirs: The undersigned, a stockholder and/or an officer and/or director of TubeMogul, Inc., a California corporation (“TubeMogul California”), or of its successor following the proposed reincorporation of TubeMogul California in Delaware (the issuer of the Common Stock to be sold in the Public Offering (defined below) being referred to herein as the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Citigroup Global Markets Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) The Company 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 for the sale of, or otherwise dispose of or transfer any shares of the Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in good standing connection therewith, under the laws Securities Act of 1933, as amended (the State of Delaware. “Securities Act”), or (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredeconomic consequence of ownership of the Lock-Up Securities, whether by reason of the ownership any such swap or leasing of property or the conduct of business, except where the failure so to qualify or transaction is to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock settled by delivery of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive Common Stock or other similar rights of any securityholder of securities, in cash or otherwise. If the Company arising by operation of law undersigned is an officer or under the Amended and Restated Certificate of Incorporation or by-laws director of the Company., (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) with respect to clauses (2)-(6) and (9) below, the Representatives receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) with respect to clauses (2)-(6) below, any such transfer shall not involve a disposition for value, (3) with respect to clauses (2)-(7) below, such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on a Form 5 made after the expiration of the lock-up period): (v) The Securities have been duly authorized for issuance and sale 1. to the Underwriters pursuant to the Purchase Agreement andUnderwriting Agreement; or 2. as a bona fide gift or gifts, when including to the donee’s nominee or custodian; or 3. by will or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian; or 4. to any trust or other entity (or its nominee or custodian) for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned (or its nominee or custodian); or 5. if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to another corporation, partnership, limited liability company, trust or other business entity (or in each case its nominee or custodian) that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned; or 6. if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, as part of a distribution by the undersigned to its stockholders, limited partners, members or other equity holders (or in each case its nominee or custodian); or 7. in connection with the receipt of shares of Common Stock upon the exercise of warrants, vesting of equity awards and the “net” or “cashless” exercise or settlement of stock options, restricted stock units or other equity awards (including any transfer for the payment of taxes due as a result of such vesting or exercise whether by means of a “net settlement” or otherwise; provided that any such transfer shall only be permitted to the Company) pursuant to a warrant or an employee benefit plan disclosed in the final prospectus used for the Public Offering provided that any such shares of Common Stock received upon such vesting or exercise shall be subject to the provisions of this Lock-Up Agreement; or 8. to the Company in connection with the repurchase of shares of Common Stock issued pursuant to an employee benefit plan disclosed in the final prospectus used for the Public Offering or pursuant to the agreements pursuant to which such shares were issued as disclosed in the final prospectus used for the Public Offering, provided that if the repurchase is required to be reported with the Securities and delivered Exchange Commission on Form 4 in accordance with Section 16 of the Exchange Act, the undersigned shall include a statement in such report to the effect that the filing relates to a repurchase by the Company pursuant to the Purchase Agreement against payment such plan or agreement; or 9. by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; or 10. pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the consideration set forth Company’s capital stock involving a Change of Control (as defined below) of the Company, provided that in the Purchase Agreementevent that such tender offer, will be validly issued and fully paid and nonmerger, consolidation or other such transaction is not completed, the Lock-assessable and no holder of Up Securities held by the Securities is or will be undersigned shall remain subject to personal liability the provisions of this Lock-Up Agreement; or 11. pursuant to an order of a court of competent jurisdiction, provided that the undersigned shall use its reasonable best efforts to cause the transferee to agree in writing to be bound by reason the terms of being this Lock-Up Agreement prior to such a holdertransfer.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II J.▇▇▇▇, INC. By: _______________________________________ Name: Title: JJILL TOPCO HOLDINGS, LP By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC ▇▇▇▇▇▇▇▇▇ LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By By: ▇▇▇▇▇▇▇▇▇ LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇▇▇ LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC UBS Securities LLC ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇ and Company, LLC Macquarie Capital (USA) Inc. SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. Total 9,500,000 1,425,000[●] Number of Initial Securities to be Sold Maximum Number of Option Securities to Be Sold JJill Topco Holdings, LP 1. The Company and the Selling Stockholder are selling [●] shares of Common Stock. 2. The Selling Stockholder has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. [None.] [Form of lock-up from directors, officers or other stockholders pursuant to Section 5(k)] ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇▇▇ LLC as Representatives of the several Underwriters to be named in the Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by J.▇▇▇▇, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of J.▇▇▇▇, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇▇▇ LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the selling stockholder to be named in Schedule B to the Underwriting Agreement (the “Selling Stockholder”) providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to a registration statement (the “Registration Statement”) filed or to be filed with the Securities and Exchange Commission (the “SEC”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) in the case of clauses (i) through (vi) below, the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a public market disposition for value, (3) such transfers are not required to be reported with the SEC on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power to: (a) any immediate family member, (b) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their successors upon death, (c) any partnership or limited liability company the partners or members of which consist of the undersigned and authority to ownone or more members of the undersigned’s immediately family (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited or general partners, whether by reason members or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity under common control or management with the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; or (v) The Securities have been duly authorized for issuance and sale if the undersigned is a trust, to the Underwriters beneficiary of such trust; or (vi) by testate succession or intestate succession; or (vii) pursuant to the Purchase Agreement and, when issued and delivered by Underwriting Agreement; or (viii) to the Company pursuant for the primary purposes of satisfying the exercise price or any tax or other governmental withholding obligation with respect to the Purchase Agreement against payment Lock-Up Securities issued upon the exercise of an option or warrant (or upon the consideration set forth in the Purchase Agreementexchange of another security or securities), will be validly or issued and fully paid and non-assessable and no holder of the Securities is under an employee equity or will be subject to personal liability by reason of being such a holderbenefit plan.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Transaction Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Transaction Entities in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II AMERICAN HEALTHCARE REIT, INC. By: _______________________________________ /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer AMERICAN HEALTHCARE REIT HOLDINGS, LP By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. ▇▇▇▇▇▇ L▇▇▇▇▇▇▇ & CO. MLLC KEYBANC CAPITAL MARKETS INC. By: BOFA SECURITIES, INC. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ LYNCH, PIERCE, FBy: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & S▇▇▇▇ INCORPORATED CO. LLC By By: _______________________________________ Authorized Signatory KEYBANC CAPITAL MARKETS INC. By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC KEYBANC CAPITAL MARKETS INC. By: BOFA SECURITIES, INC. By By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By /s/ ▇▇▇▇▇ ▇▇ By: KEYBANC CAPITAL MARKETS INC. By For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature page to Underwriting Agreement] CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC KEYBANC CAPITAL MARKETS INC. By: BOFA SECURITIES, INC. By By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By By: KEYBANC CAPITAL MARKETS INC. By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ For themselves and as Representatives of the other Underwriters named in Schedule A hereto. [Signature page to Underwriting Agreement] The initial public offering price per share for the Securities shall be $23.55. The purchase price per share for the Securities to be paid by the several Underwriters shall be $22.5491, being an amount equal to the initial public offering price set forth above less $1.0009 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. 5,551,955 ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & SCo. LLC 4,441,564 KeyBanc Capital Markets Inc.. 2,590,914 Citigroup Global Markets Inc. 1,203,892 RBC Capital Markets, LLC 601,946 Truist Securities, Inc. 601,946 Barclays Capital Inc.. 526,703 Citizens JMP Securities, LLC 526,703 Fifth Third Securities, Inc.. 451,459 Regions Securities LLC 451,459 Credit Agricole Securities (USA) Inc. 451,459 Total 17,400,000 1. The Company is selling 17,400,000 shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 2,610,000 shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $23.55. None. 1. ▇▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000▇. ▇▇▇▇▇▇▇ (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.2. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III 4. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 5. ▇▇▇▇▇ ▇▇▇▇▇▇ 6. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.7. ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ 8. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.9. ▇▇▇▇▇ ▇. ▇▇▇▇▇

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for each Selling Stockholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters Underwriters, the Company, the Adviser, the Administrator and the Company Selling Stockholders in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION COMPANY: HORIZON TECHNOLOGY FINANCE CORPORATION II ByBy Name: _______________________________________ Title: ADVISER: HORIZON TECHNOLOGY FINANCE MANAGEMENT LLC By Name: Title: ADMINISTRATOR: HORIZON TECHNOLOGY FINANCE MANAGEMENT LLC By Name: Title: SELLING STOCKHOLDER: [ ] By Name: Title: SELLING STOCKHOLDER: [ ] By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory [NAME OF REPRESENTATIVE] By By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name • Shares of Underwriter Number Common Stock (Par Value $0.001 Per Share) • Shares of Initial Preferred Stock (Par Value $0.001 Per Share) • Warrants to Purchase Common Stock or Preferred Stock 1. The public offering price per share for the Underwritten Securities, determined as provided in Section 2, shall be $•. 2. The purchase price per share for the Underwritten Securities Number of to be paid by the several Underwriters shall be $•, being an amount equal to the public offering price set forth above less $• per share; provided that the purchase price per share for any Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under purchased upon the laws exercise of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as overallotment option described in the Prospectus and Section 2(b) shall be reduced by an amount per share equal to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership any dividends or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered distributions declared by the Company pursuant to and payable on the Purchase Agreement against payment of Initial Securities but not payable on the consideration set forth in the Purchase Agreement, Option Securities. 3. The trade date is •. 4. The closing date will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.•.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and MeiraGTx UK a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and Underwriters, the Company and MeiraGTx UK in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByMeiraGTx Holdings plc By Title: _______________________________________ MeiraGTx Limited By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ By Authorized Signatory For BARCLAYS CAPITAL INC. By Authorized Signatory Each, for itself and as a Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[•]. The subscription price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital, Barclays Capital Inc. Evercore Inc. Chardan Capital Markets LLC Total 9,500,000 1,425,000[•] Sch A-1 SCHEDULE B-1 Pricing Terms (i) 1. The Company is selling [•] Ordinary Shares. 2. The Company has been duly granted an option to the Underwriters, severally and not jointly, to subscribe for up to an additional [•] Ordinary Shares. 3. The initial public offering price per share for the Securities shall be $[•]. SCHEDULE B-2 Free Writing Prospectuses [•] Exhibit A [•], 2018 MeiraGTX Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering Dear Sirs: The undersigned, a stockholder, an officer and/or director of MeiraGTX Limited, a company organized under the laws of England and Wales (or, as the case may be, any holding company of the same incorporated and is validly existing as a corporation in good standing under the laws of the State Cayman Islands) (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Barclays Capital Inc. (together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, the “Representatives”) propose to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company and the other underwriters party thereto providing for the public offering (the “Public Offering”) of Delaware.the Company’s ordinary shares (the “Ordinary Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Ordinary Shares, they will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or otherwise dispose of the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) (a) in the case of clauses (i) through (v) below, such transfers are not dispositions for value or required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (b) in the case of clauses (vi) through (ix) below, any such required Form 4 shall state the reason for such transfer, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is requiredlimited or general partners, whether by reason stockholders or members of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity controlled or managed by the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; or (v) The Securities have been duly authorized for issuance and sale by will or intestacy; or (vi) to the Underwriters Company in connection with the exercise of options, warrants or other rights to acquire Ordinary Shares or any security convertible into or exercisable for Ordinary Shares of the Company by way of net exercise and/or to cover withholding tax obligations in connection with such exercise pursuant to an employee benefit plan, option, warrant or other right disclosed in the Purchase Agreement andprospectus for the Public Offering, when provided that any such shares issued and delivered by upon exercise of such option, warrant or other right shall be subject to the restrictions set forth herein; or (vii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; or (viii) to the Company pursuant to agreements under which the Purchase Agreement against payment Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares upon termination of service of the consideration set forth in undersigned; or (ix) pursuant to the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder automatic conversion of outstanding preferred shares of the Securities is or will Company into Ordinary Shares of the Company in connection with the Public Offering, provided that the Ordinary Shares received upon such conversion shall be subject to personal liability the restrictions set forth herein; or (x) to a bona fide third party pursuant to a merger, consolidation, tender offer or other similar transaction made to all holders of Ordinary Shares and involving a Change of Control of the Company and approved by reason the Company’s board of being directors; provided that, in the event that such Change of Control is not completed, the undersigned’s Lock-Up Securities shall remain subject to the restrictions contained herein. “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a holderseries of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity).

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company DB Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company DB Entities in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByDEUTSCHE BANK CAPITAL FUNDING TRUST X By Deutsche Bank Capital Funding LLC X, as sponsor By Deutsche Bank Aktiengesellschaft, as member By Name: _______________________________________ Title: By Name: Title: DEUTSCHE BANK CAPITAL FUNDING LLC X By Deutsche Bank Aktiengesellschaft, as member By Name: Title: By Name: Title: DEUTSCHE BANK AKTIENGESELLSCHAFT By Name: Title: By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CODEUTSCHE BANK SECURITIES INC. By Name: Title: By Name: Title: CITIGROUP GLOBAL MARKETS INC. By Name: Title: By Name: Title: M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED ByBy Name: _______________________________________ Authorized Signatory Title: By Name: Title: WACHOVIA CAPITAL MARKETS, LLC By Name: Title: By Name: Title: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial Deutsche Bank Securities Number of Option Securities Inc. Citigroup Capital Markets Inc. M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapitalWachovia Capital Markets, LLC Banc of America Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated UBS Securities LLC 1. The initial public offering price per security for the Trust Preferred Securities, determined as provided in SECTION 2, shall be $25. 2. The purchase price per security for the Trust Preferred Securities to be paid by the several Underwriters shall be $25, being an amount equal to the initial public offering price set forth above. 3. The compensation per Trust Preferred Security to be paid by the Guarantor to the several Underwriters in respect of their commitments hereunder shall be • % per Trust Preferred Security (for sales to certain institutions the underwriters will receive • % per Trust Preferred Security). 1. Final Term Sheet, dated November [7], 2007, in respect of the Trust Preferred Securities as filed pursuant to Rule 433 on November [7], 2007. [•], 2007 Deutsche Bank Securities Inc. Total 9,500,000 1,425,000 6▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 4 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Wachovia Capital Markets, LLC One Wachovia Center 3▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ As Representatives of the several Underwriters Re: Deutsche Bank Capital Funding Trust X Ladies and Gentlemen: We have acted as special United States counsel to Deutsche Bank Aktiengesellschaft, a stock corporation (iAktiengesellschaft) The Company has been duly incorporated and is validly existing as organized under the laws of the Federal Republic of Germany (the “Bank”), in connection with the offering by Deutsche Bank Capital Funding Trust X, a corporation in good standing statutory trust created under the laws of the State of Delaware. Delaware (iithe “Trust”), pursuant to a registration statement on Form F-3 (No. 333-[•]), of [•] of the Trust’s [•]% Non-cumulative Trust Preferred Securities (liquidation preference amount $25 per security) (the “Securities”). The Securities represent undivided beneficial ownership interests in the assets of the Trust, which consist solely of [•]% Class B Preferred Securities of Deutsche Bank Capital Funding LLC X, a limited liability company organized under the laws of the State of Delaware (the “Company” and, together with the Bank and the Trust, the “Deutsche Bank Entities”) (the “Class B Preferred Securities”). The Company has corporate power and authority will invest the proceeds of the sale of its Class B Preferred Securities to own, lease and operate its properties and to conduct its business as described the Trust in the U.S.$[•] [•]% perpetual subordinated note issued by the Bank (the “Initial Obligation”). Such registration statement, as amended as of its most recent effective date ([•], 2007) determined pursuant to Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”), but excluding the documents incorporated by reference therein, is herein called the “Registration Statement;” the related prospectus dated October 10, 2006, as first filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(2) under the Securities Act, but excluding the documents incorporated by reference therein, is herein called the “Base Prospectus;” the preliminary prospectus supplement dated [•], 2007, as filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act, but excluding the documents incorporated by reference therein, is herein called the “Preliminary Prospectus Supplement;” and the related prospectus supplement dated [•], 2007, as filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act, but excluding the documents incorporated by reference therein, is herein called the “Final Prospectus Supplement.” The Base Prospectus and the Preliminary Prospectus Supplement together are herein called the “Pricing Prospectus” and the Base Prospectus and the Final Prospectus Supplement together are herein called the “Final Prospectus.” This opinion letter is furnished pursuant to enter into Section 5 (b) of the purchase agreement dated [•], 2007 (the “Purchase Agreement”) among the Bank, the Trust, the Company and perform its obligations under the several underwriters named in Schedule A thereto (the “Underwriters”). Capitalized terms used and not defined herein shall have the meanings given to them in the Purchase Agreement.. In arriving at the opinions expressed below, we have reviewed the following documents: (iiia) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason an executed copy of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.Purchase Agreement, (ivb) The authorized, issued the Registration Statement and outstanding capital stock the documents incorporated by reference therein; (c) the Pricing Prospectus and the documents incorporated by reference therein; (d) the Final Prospectus and the documents incorporated by reference therein; (e) the form of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” Securities; (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares f) an executed copy of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate Trust Agreement dated as of Incorporation or by-laws [•], 2007 among the Bank, the Company, as Sponsor, The Bank of New York, as Property Trustee, the Regular Trustees named therein and Deutsche Bank Trust Company Delaware, as Delaware Trustee (the “Trust Agreement”); (g) the form of the Class B Preferred Securities; (h) an executed copy of the Amended and Restated Limited Liability Company Agreement of the Company dated as of [•], 2007, among the Bank, The Bank of New York as Manager Trustee and the Trust as initial holder of the Class B Preferred Securities (the “LLC Agreement”), (i) a copy of the Initial Obligation as executed by the Bank; (j) an executed copy of the Class B Preferred Securities Subordinated Guarantee Agreement, dated [•], 2007 (the “Class B Preferred Securities Guarantee”), between the Bank, as Guarantor and The Bank of New York, as Class B Preferred Guarantee Trustee; (k) an executed copy of the Trust Preferred Securities Subordinated Guarantee Agreement, dated [•], 2007 (the “Trust Preferred Securities Guarantee” and, together with the Class B Preferred Securities Guarantee, the “Subordinated Guarantees”), between the Bank, as Guarantor and The Bank of New York, as Trust Preferred Guarantee Trustee, (l) an executed copy of the Agency Agreement dated as of [•], 2007 among the Trust, the Company, the Bank, Deutsche Bank Trust Company Americas, The Bank of New York and the other parties named therein dated as of [•], 2007 (the “Agency Agreement”); (m) an executed copy of the Services Agreement dated as of [•], 2007 among the Company, the Trust and the Bank, acting through its New York Branch, dated as of [•], 2007 (the “Services Agreement” and, together with the LLC Agreement, the Trust Agreement and the Agency Agreement, the “Transaction Documents”); and (n) the documents delivered to you on the date hereof pursuant to Section [5] of the Purchase Agreement. In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the Deutsche Bank Entities and such other instruments and certificates of public officials, officers and representatives of the Deutsche Bank Entities and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed (including, without limitation, the accuracy of the representations and warranties of the Deutsche Bank Entities in the Purchase Agreement) and (ii) that the Securities and the Class B Preferred Securities conform to the respective forms thereof that we have reviewed. Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that: 1. The Trust Agreement has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); 2. The LLC Agreement has been qualified under the Trust Indenture Act; 3. The Initial Obligation has been duly executed and delivered by the Bank under the law of the State of New York and is the valid, binding and enforceable obligation of the Bank. (v) The 4. Each of the Class B Preferred Securities have Guarantee and the Trust Preferred Securities Guarantee has been duly authorized executed and delivered by the Bank under the law of the State of New York and is a valid, binding and enforceable agreement of the Bank. Each of the Class B Preferred Securities Guarantee and the Trust Preferred Securities Guarantee has been qualified under the Trust Indenture Act. 5. The statements set forth under the headings “The Trusts,” “The Companies,” “Description of Capital Securities—Description of Trust Preferred Securities,” “Description of Capital Securities—Description of Company Preferred Securities,” “Description of Capital Securities—Description of Subordinated Guarantees in Connection with Capital Securities,” “Description of Capital Securities—Description of Subordinated Debt Obligations in Connection with Certain Capital Securities,” in the Base Prospectus together with the statements in the Preliminary Prospectus Supplement (considered together with the documents listed on Schedule I hereto) and the Final Prospectus Supplement under the headings “Deutsche Bank Capital Funding Trust X,” “Deutsche Bank Capital Funding LLC X,” “Description of the Trust Securities,” “Description of the Company Securities,” “Description of the Terms of the Initial Obligation,” and “Description of the Subordinated Guarantees” insofar as such statements purport to summarize certain provisions of the Trust Preferred Securities, the Class B Preferred Securities, the Initial Obligation, the Trust Preferred Guarantee and the Class B Preferred Guarantee, provide a fair summary of such provisions. 6. The Purchase Agreement has been duly executed and delivered by each of the Deutsche Bank Entities under the law of the State of New York and is a valid, binding and enforceable agreement of each of the Deutsche Bank Entities (except that we express no opinion with respect to SECTION 6 and SECTION 7 of the Purchase Agreement providing for indemnification and contribution). 7. The issuance and sale of the Securities by the Trust to the Underwriters pursuant to the Purchase Agreement anddo not, when issued and delivered the performance by the Company pursuant to the Purchase Agreement against payment Deutsche Bank Entities of the consideration set forth their respective obligations in the Purchase Agreement, the Trust Preferred Guarantee, the Class B Preferred Guarantee, the Initial Obligation, the Transaction Documents, the Class B Preferred Securities and the Securities will not, require any consent, approval, authorization, registration or qualification of or registration with any governmental authority of the United States or the State of New York that in our experience normally would be validly issued applicable to general business entities with respect to such issuance, sale or performance, except such as have been obtained or effected under the Securities Act and fully paid the Trust Indenture Act (but we express no opinion relating to any state securities or Blue Sky laws). 8. No registration of any of the Deutsche Bank Entities under the U.S. Investment Company Act of 1940, as amended, is required for the offer and non-assessable and no holder sale of the Securities is by the Trust, the Class B Preferred Securities by the Company or will be the Initial Obligation or the Subordinated Guarantees by the Bank. 9. The statements set forth in the Preliminary Prospectus Supplement (considered together with the documents listed on Schedule I hereto) and the Final Prospectus Supplement under the heading “Certain U.S. Federal Income Tax Considerations,” insofar as such statements purport to summarize certain federal income tax laws of the United States, constitute a fair summary of the principal U.S. federal income tax consequences of an investment in the Securities. Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Deutsche Bank Entities, (a) we have assumed that the Deutsche Bank Entities and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it, (b) such opinions are subject to personal liability by reason applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of being equity and (c) with respect to the Bank, such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In rendering the opinion expressed in numbered paragraph 8 above, we have assumed that the Company and the Trust will comply with their respective covenants and agreements contained in the Transaction Documents. We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Securities, the Class B Preferred Securities, the Class B Preferred Securities Guarantee, the Trust Preferred Securities Guarantee, the Initial Obligation or the Transaction Documents, where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist. We express no opinion with respect to the effectiveness of the submission to the jurisdiction of any court other than any state or federal court sitting in New York. We note that any designation of the U.S. federal courts sitting in New York City as the venue for actions or proceedings relating to the Securities, the Class B Preferred Securities, the Class B Preferred Securities Guarantee, the Trust Preferred Securities Guarantee, the Initial Obligation or the Transaction Documents, is (notwithstanding any waiver therein) subject to the power of such courts to transfer actions pursuant to 38 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a holder.federal court is an inconvenient forum for such action or proceeding. The waiver of defenses contained in Section 4.04 of the Subordinated Guarantee Agreements may be ineffective to the extent that any such defense involves a matter of public policy in New York (such as reflected in New York’s anti-champerty statute). We express no opinion with respect to the enforceability of Section 4.06 of the Subordinated Guarantees to the effect that the Guarantor is liable as a primary rather than a secondary obligor. We express no opinion as to the enforceability of Section 8.03 of each of the Subordinated Guarantees relating to currency indemnity. The foregoing opinions are limited to the federal law of the United States and the law of the State of New York. We are furnishing this opinion to you, as Representatives of the Underwriters, solely for the benefit of the Underwriters in their capacity as such in connection with the offering of the Securities. This opinion letter is not to be relied on by or furnished to any other person or used, circulated, quoted or otherwise referred to for any purpose, except that The Bank of New York, in its capacity as Property Trustee of the Trust, as Manager Trustee of the Company and as Trust Preferred Guarantee Trustee and Class B Preferred Guarantee Trustee may rely on the opinions set

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ ▇▇▇▇ TECHNOLOGIES, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory DEUTSCHE BANK SECURITIES INC. For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: DEUTSCHE BANK SECURITIES INC. By By The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalDeutsche Bank Securities Inc. Guggenheim Securities LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Total 9,500,000 1,425,000▇▇▇▇▇ and Company, LLC Imperial Capital, LLC Total 1. The Company is selling [●] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[●]. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Deutsche Bank Securities Inc. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Deutsche Bank Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by ▇▇▇▇ Technologies, Ltd. Dear Sirs: The undersigned, a stockholder [and an officer and/or director] of ▇▇▇▇ Technologies, Ltd., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is [145][180] days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or otherwise dispose of the Lock-Up Securities without the prior written consent of the Representatives: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.a charitable donation; or (iii) The Company is duly qualified as a foreign corporation by will or intestate succession or for other estate planning purposes, including to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership transferee’s nominee or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.custodian; or (iv) The authorized, issued and outstanding capital stock to any immediate family member or to any trust for the direct or indirect benefit of the Company is as set forth in undersigned or the Prospectus in immediate family of the column entitled undersigned (for purposes of this letter agreement, “Actualimmediate family” under the caption “Capitalization” (except for subsequent issuancesshall mean any relationship by blood, if anymarriage or adoption, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectusnot more remote than first cousin); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.or (v) The Securities have been duly authorized for issuance pursuant to an order of a court of competent jurisdiction or settlement or other domestic order related to the distribution of assets in connection with the dissolution of a marriage or civil union; or (vi) pursuant to the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to equity incentive plans of the Company and sale its subsidiaries, provided that the provisions of this letter agreement shall apply to any securities issued upon such exercise; or (vii) pursuant to forfeitures of shares of Common Stock to the Company to satisfy tax withholding requirements upon the vesting of equity-based awards granted under an equity incentive plan; or (viii) if such shares were acquired in open market transactions; or (ix) pursuant to a bona fide third-party tender offer, merger, consolidation, business combination, stock purchase or other similar transaction or series of related transactions approved by the Board of Directors of the Company and made to all holders of the Common Stock of the Company and that would result in a Change in Control, provided, that in the event that such tender offer, merger, consolidation, business combination, stock purchase or transaction or series of related transactions is not completed, the undersigned’s shares of Common Stock shall remain subject to the restrictions set forth herein; or (x) by a transfer of the undersigned’s shares of Common Stock to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered Underwriting Agreement; or (xi) pursuant to repurchases of the undersigned’s shares of the Common Stock by the Company or its affiliates; or (xii) as a distribution to limited partners or stockholders of the undersigned; or (xiii) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or (xiv) to any corporation, partnership or other business entity with whom the undersigned shares in common an investment manager or advisor which has investment discretionary authority with respect to the undersigned’s and the entity’s investments pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is an investment advisory or will be subject to personal liability by reason of being such a holder.similar agreement;

Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. [Signatures on Following Pages] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Fund, the Manager, the Commodity Subadvisor and the Company Collateral Subadvisor in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II NUVEEN DIVERSIFIED COMMODITY FUND By: _______________________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: NUVEEN COMMODITIES ASSET MANAGEMENT, LLC By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC By: Name: Title: NUVEEN ASSET MANAGEMENT, LLC By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & UBS SECURITIES LLC [ADDITIONAL CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED -LEADS] By: _______________________________________ UBS Securities LLC By: Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Initial UBS Securities Number of Option Securities M▇▇▇▇▇▇ LynchLLC Nuveen Securities, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital, Inc. LLC [Additional Underwriters] Total 9,500,000 1,425,000[—] (i) 1. The Company has been duly incorporated and Fund is validly existing as a corporation in good standing under the laws of the State of Delawareselling [—] Shares. (ii) 2. The Company Fund has corporate power granted an option to the Underwriters, severally and authority not jointly, to own, lease and operate its properties and purchase up to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreementan additional [—] Shares. (iii) 3. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except price per share for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will shall be subject to personal liability by reason of being such a holder[—].

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ PUMA BIOTECHNOLOGY, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory SMITHIN CORPORATED By CITIGROUP GLOBAL MARKETS INC. By LEERINK PARTNERS LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital[—] Citigroup Global Markets Inc. [—] Leerink Partners LLC [—] C▇▇▇▇ and Company, LLC [—] UBS Securities LLC [—] Total [—] 1. The Company is selling [—] shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock. 3. The public offering price per share for the Securities shall be $[—]. NONE A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ T▇▇▇▇▇ ▇. ▇▇▇▇▇▇ J▇▇ ▇. ▇▇▇▇▇ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇ R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. T▇▇▇ ▇. ▇▇▇▇▇▇ [—], 2014 M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Citigroup Global Markets Inc. Leerink Partners LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Puma Biotechnology, Inc. Total 9,500,000 1,425,000Dear Sirs: The undersigned, an officer, director and/or stockholder of Puma Biotechnology, Inc., Delaware corporation (the “Company”), understands that M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (“M▇▇▇▇▇▇ L▇▇▇▇”), Citigroup Global Markets Inc. (“Citi”) and Leerink Partners LLC (“Leerink,” and together with M▇▇▇▇▇▇ L▇▇▇▇ and Citi, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). In recognition of the benefit that the Offering will confer upon the undersigned as an officer, director and/or stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement (collectively, the “Underwriters”) that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that in the case of (i) through (v) below (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, executor, administrator, distributee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the 90-day lock-up period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity controlled or managed by the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; or (v) The Securities have been duly authorized following the death of the undersigned by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for issuance and sale the disposition of the undersigned’s property upon the undersigned’s death; or (vi) to the Underwriters Company (or the Company may withhold such securities) solely for tax withholding purposes in connection with the vesting of equity awards that are subject to a taxable event upon vesting; or (vii) upon the exercise of options to purchase Lock-Up Securities granted under a stock incentive plan pursuant to an arrangement whereby the Company withholds shares issuable pursuant to the Purchase Agreement andoption in payment of the exercise price, when provided in each case that the underlying Lock-Up Securities issued and delivered by upon exercise of such options continues to be subject to the restrictions herein; or (viii) upon the exercise of warrants to purchase Lock-Up Securities outstanding on the date hereof pursuant to an arrangement whereby the Company witholds shares issuable pursuant to the warrant in payment of the exercise price, provided in each case that the underlying Lock-Up Securities issued upon exercise of such warrants continues to be subject to the restrictions herein; or (ix) to the Company pursuant to any contractual arrangement in effect on the Purchase Agreement against payment date of this letter agreement that provides for the repurchase of the consideration set forth undersigned’s Lock-Up Securities by the Company or in connection with the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder termination of the Securities is or will be subject to personal liability by reason of being such a holderundersigned’s employment with the Company.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II JANUX THERAPEUTICS, INC. By: _______________________________________ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇ Authorized Signatory TD SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LAuthorized Signatory ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY, INCORPORATED By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Authorized Signatory CANTOR ▇▇▇▇▇▇▇▇▇▇ & CO. MBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ LYNCH, PIERCE, FAuthorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇ & SCOMPANY, L.L.C. By: /s/ ▇▇▇▇ INCORPORATED By: _______________________________________ ▇▇▇▇▇▇▇ Authorized Signatory For itself and as Representative Representatives of the other Underwriters named in Schedule A hereto. The public offering price per share for the Securities shall be $63.00 in respect of the shares of Common Stock and $62.999 in respect of the Pre-Funded Warrants. The purchase price per share for the Securities to be paid by the several Underwriters shall be: (i) $59.220 in respect of the shares of Common Stock, being an amount equal to the public offering price set forth above less $3.780 per share, and (ii) $59.219 in respect of the Pre-Funded Warrants, being an amount equal to the public offering price set forth above less $3.780 per share underlying the Pre-Funded Warrants, in each case, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities and Pre-Funded Warrants but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Pre-Funded Warrants BofA Securities, Inc. 1,329,368 59,528 TD Securities M(USA) LLC 1,063,492 47,619 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Lynch& Company, Pierce, FIncorporated 744,444 33,333 Cantor ▇▇▇▇▇▇▇▇▇▇ & SCo. 744,444 33,333 ▇▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇ & Company, L.L.C. 638,095 28,571 Wedbush Securities Inc. 319,047 14,285 LifeSci Capital LLC 265,873 11,904 BTIG, LLC 159,523 7,142 JonesTrading Institutional Services LLC 53,174 2,380 Total 5,317,460 238,095 Number of Initial Securities to be Sold Number of Pre- Funded Warrants to be Sold Maximum Number of Option Securities to Be Sold BofA Securities, Inc. 1,329,368 59,528 208,334 TD Securities (USA) LLC 1,063,492 47,619 166,666 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 744,444 33,333 116,667 Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. 744,444 33,333 116,667 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 638,095 28,571 100,000 Wedbush Securities Inc. 319,047 14,285 50,000 LifeSci Capital LLC 265,873 11,904 41,666 BTIG, LLC 159,523 7,142 25,000 JonesTrading Institutional Services LLC 53,174 2,380 8,333 Total 9,500,000 1,425,0005,317,460 238,095 833,333 1. The Company is selling 5,317,460 shares of Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 833,333 shares of Common Stock. 3. The Company is selling 238,095 Pre-Funded Warrants. 4. The public offering price per share for the Securities shall be: (i) $63.00 in respect of the shares of Common Stock and (ii) $62.999 in respect of the Pre-Funded Warrants. None. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D., ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇, Ph.D. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Ph.D. BofA Securities, Inc. TD Securities (USA) LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10019 c/o Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10022 c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois 60606 Re: Proposed Offering by ▇▇▇▇▇ Therapeutics, Inc. Dear Ladies and Gentlemen: The undersigned, a securityholder and/or an officer and/or a director, as applicable, of Janux Therapeutics, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofA”), TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”), Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. (“Cantor”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (together with BofA, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, the “Representatives”), as representatives of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the offering (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants to purchase shares of Common Stock. In recognition of the benefit that the Offering will confer upon the undersigned as a securityholder and/or an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of BofA and ▇▇ ▇▇▇▇▇, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (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 U.S. Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), (ii) enter into any hedging, swap, loan or any other agreement or any transaction (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument, however described or defined) that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such hedging, swap, loan or other transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of BofA and ▇▇ ▇▇▇▇▇ as described below, provided that (1) the Representatives receive a signed lock-up agreement in the form of this lock-up agreement for the balance of the Lock-Up Period from each donee, devisee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value (other than in the case of clauses (ix) and (x)), (3) such transfers are not required to be reported during the Lock-Up Period with the Commission on Form 4 or Form 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or, in the case of clause (i), (ii), (iii), (iv), (ix) and (x) below, any such required filing shall clearly indicate in the footnotes thereto that the filing relates to circumstances described in such a clause, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes; (ii) The Company has corporate power and authority by ▇▇▇▇, testamentary document or intestate succession to ownthe legal representative, lease and operate its properties and to conduct its business as described in heir, beneficiary or a member of the Prospectus and to enter into and perform its obligations under immediate family of the Purchase Agreement.undersigned (for purposes of this lock-up agreement, “immediate family” of the undersigned shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin of the undersigned); (iii) The Company is duly by operation of law, such as pursuant to a qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requireddomestic order, whether by reason of the ownership divorce settlement, divorce decree or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.separation agreement; (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to an order of a court or regulatory agency having jurisdiction over the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; (v) The Securities have been duly authorized to any corporation, partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above; (vii) to any immediate family member or any trust, partnership, limited liability company or other entity for issuance and sale the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the Underwriters estate of a beneficiary of such trust; (viii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, limited liability company members or stockholders of the undersigned or holders of similar equity interests in the undersigned; (ix) to the Company upon the undersigned’s death, disability or termination of employment or other service relationship with the Company, or on a cashless or “net exercise” basis to pay the exercise price or cover tax withholding obligations of the undersigned in connection with the vesting or exercise of such Lock-Up Securities; provided that such shares of Common Stock were issued to the undersigned pursuant to an agreement or equity award granted pursuant to an employee benefit plan, option, warrant or other right disclosed in the Purchase Agreement andprospectus for the Offering; or (x) pursuant to a bona fide third party tender offer, when issued and delivered merger, consolidation or other similar transaction made to all holders of Common Stock that has been approved by the Company’s board of directors, which results in any person or group of persons becoming the beneficial owners (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the outstanding voting securities of the Company pursuant (or the surviving entity); provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock shall remain subject to the Purchase Agreement against payment provisions of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and nonthis lock-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderup agreement.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II BySYNCARDIA SYSTEMS, INC. By Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCHCAPITAL PARTNERS, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED ByLLC By Name: _______________________________________ Authorized Signatory Title: For itself and as Representative of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[●]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above less $[●] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number ▇▇▇▇ Capital Partners, LLC Maxim Group LLC Monarch Capital Group, LLC Total 1. The Company is selling [●] shares of Option Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[●]. [None] [None] ▇▇▇▇ Capital Partners, LLC as Representative of the several Underwriters c/o Roth Capital Partners, LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Lynch▇▇▇ ▇▇▇▇, Pierce, F▇▇ ▇▇▇▇▇ & SRe: Proposed Public Offering by SynCardia Systems, Inc. Ladies and Gentlemen: The undersigned, a stockholder, officer and/or director of SynCardia Systems, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇ Incorporated EarlyBirdCapitalCapital Partners, Inc. Total 9,500,000 1,425,000LLC (“▇▇▇▇”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Prospectus, as defined in the Underwriting Agreement, (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ▇▇▇▇, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (1) ▇▇▇▇ agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, ▇▇▇▇ will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by ▇▇▇▇ hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇, provided that (1) ▇▇▇▇ receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required during the Lock-Up Period to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under bona fide gift or gifts, or by will or intestate succession upon the laws death of the State of Delaware.undersigned; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign distribution or other transfer by a partnership to its partners or former partners or by a limited liability company to its members or retired members or by a corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership its stockholders or leasing of property or the conduct of business, except where the failure so to qualify former stockholders or to be in good standing would not result in a Material Adverse Effect.any wholly-owned subsidiary of such corporation; (iv) The authorized, issued and outstanding capital stock of to the Company is undersigned’s affiliates (as set forth defined in the Prospectus in the column entitled “Actual” Rule 405 promulgated under the caption “Capitalization” (except for subsequent issuancesSecurities Act of 1933, if any, pursuant as amended) or to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of entity controlled or managed by the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.undersigned; (v) The Securities have been duly authorized for issuance and sale pursuant to a qualified domestic relations order or in connection with a divorce settlement; or (vi) to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment in satisfaction of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder any tax withholding obligation incurred upon vesting or exercise of the Securities is or will be subject to personal liability by reason of being such a holderequity compensation awards.

Effect of Headings. The Section section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory BOFA SECURITIES, INC. By: By: SVB LEERINK LLC By: By: RBC CAPITAL MARKETS, LLC By: For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number BofA Securities, Inc. [·] SVB Leerink LLC [·] RBC Capital Markets, LLC [·] Total [·] 1. The Company is selling [●] shares of Option Common Stock. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock. 3. The initial public offering price per share for the Securities Mshall be $[●]. None. Written Testing-the-Waters Communications None. Form of Lock-Up from Directors, Officers or other Stockholders , 2020 BofA Securities, Inc. SVB Leerink LLC RBC Capital Markets, LLC as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ Lynch▇▇▇▇ ▇▇▇ ▇▇▇▇, Pierce, F▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & Sc/o SVB Leerink LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ c/o RBC Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 Re: Proposed Public Offering by 89bio, Inc. Total 9,500,000 1,425,000 Ladies and Gentlemen: The undersigned, a securityholder, an officer and/or a director, as applicable, of 89bio, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofAS”), SVB Leerink LLC (“SVB Leerink”) and RBC Capital Markets, LLC (“RBC,” and, collectively with BofAS and SVB Leerink, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder, an officer and/or a director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) The Company directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in good standing connection therewith, under the laws Securities Act of the State of Delaware. 1933, as amended, or (ii) The enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Common Stock the undersigned may purchase in the Public Offering. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives: (1) as a bona fide gift or gifts, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (2) by will or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) if required, any public filing or report under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the Lock-Up Period shall clearly indicate in the footnotes thereto that the such transfer is being made pursuant to the circumstances described in this clause, and (iv) no public filings or reports regarding such transfers shall be otherwise voluntarily effected during the Lock-Up Period; (3) to the immediate family of the undersigned or any trust, partnership or similar entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or if the undersigned is a trust, to any beneficiary of the undersigned (including such beneficiary’s estate), provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (4) if the undersigned is a non-natural person, as a distribution to limited partners, general partners, limited liability company members, stockholders or other equity holders of the undersigned, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (5) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, provided that (i) the Representatives receive a signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to such transfer, (ii) any such transfer shall not involve a disposition for value, (iii) any such transfer is not required to be publicly filed or reported during the Lock-Up Period, and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (6) to the Company has corporate power and authority to own, lease and operate its properties and to conduct its business as upon exercise of any right in respect of any option granted under any incentive plan of the Company described in the Prospectus final prospectus relating to the Public Offering or any document incorporated by reference therein, including the surrender of shares of Common Stock to the Company in “net” or “cashless” exercise of any option, provided, that (i) the shares of Common Stock received by the undersigned upon exercise continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement, (ii) if required, any public filing or report under Section 16 of the Exchange Act during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to enter into this Lock-Up Agreement, and perform its obligations under the Purchase Agreement. (iii) The Company is duly the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period; (7) pursuant to an order of a court of competent jurisdiction or in connection with a qualified as domestic order or divorce settlement, provided, that (i) the Representatives receive a foreign corporation signed lock-up agreement for the balance of the Lock-Up Period from each transferee prior to transact business and is in good standing in each jurisdiction in which such qualification is transfer, (ii) if required, whether by reason any public filing or report under Section 16 of the ownership Exchange Act during the Lock-Up Period shall clearly indicate in the footnotes thereto that the such transfer is being made pursuant to the circumstances described in this clause, and (iii) the undersigned does not otherwise voluntarily effect any public filing or leasing of property or report regarding such transfers during the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.Lock-Up Period; or (iv) The authorized8) to a bona fide third party pursuant to a merger, issued consolidation, tender offer or other similar transaction made to all holders of Common Stock and outstanding capital stock involving a Change of Control of the Company is as set forth and approved by the Company’s board of directors, provided, that (i) in the Prospectus event that such Change of Control is not completed, the undersigned’s Lock-Up Securities shall remain subject to the restrictions contained herein, and (ii) any shares of Common Stock not transferred in such merger, consolidation, tender offer or similar transaction shall remain subject to the column entitled restrictions contained herein. “ActualChange of Control” under shall mean the caption “Capitalization” transfer (except for subsequent issuanceswhether by tender offer, if anymerger, consolation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to the Purchase Agreement Public Offering), of the Company’s voting securities if, after such transfer, such person or pursuant to group of affiliated persons would hold more than 50% of the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock voting securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of (or the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Companysurviving entity). (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company Partnership Parties in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By Name: Title: By Name: Title: By Name: Title: By: _______________________________________ ▇▇▇▇▇▇ Midstream GP, LLC, its general partner By Name: Title: By Name: Title: By Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ L& COMPANY, INCORPORATED ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY, INCORPORATED By: Name: Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO. INCORPORATED By: Name: Title: The initial public offering price per Common Unit for the Securities shall be $[—]. The purchase price per Common Unit for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per Common Unit, subject to adjustment in accordance with Section 2(b) for distributions declared by the Partnership and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Lynch& Company, Pierce, FIncorporated ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & SCo. Incorporated ▇▇▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. SG Americas Securities, LLC Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC Natixis Securities Americas LLC Rabo Securities USA, Inc. RB International Markets (USA) LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Total 9,500,000 1,425,000[— ] 1. The Partnership is selling [—] common units representing limited partner interests in the Partnership. 2. The Partnership has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Units. 3. The initial public offering price per Common Unit for the Securities shall be $[—]. NuDevco Midstream Development, LLC Texas Utah, Wyoming ▇▇▇▇▇▇ IDR Holdings, LLC Delaware N/A ▇▇▇▇▇▇ Midstream Partners, LP Delaware N/A ▇▇▇▇▇▇ Midstream GP, LLC Delaware N/A ▇▇▇▇▇▇ Midstream, LLC Texas Arizona, Louisiana, Wyoming ▇▇▇▇▇▇ Logistics, LLC Texas Utah, Wyoming ▇▇▇▇▇▇ G&P, LLC Texas N/A Turkey Creek Pipeline, LLC Texas N/A Murvaul Gas Gathering, LLC Texas N/A ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, III ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ —, 2013 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated as Representatives of the several Underwriters c\o ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c\o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by ▇▇▇▇▇▇ Midstream Partners, LP Dear Sirs: The undersigned understands that ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (“Baird”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ▇▇▇▇▇▇ Midstream Partners LP, a Delaware limited partnership (the “Partnership”) providing for the public offering of common units representing limited partner interests in the Partnership (the “Common Units”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of Stifel, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any Common Units or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts; or (ii) The Company has corporate power and authority to ownany trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) The Company is duly qualified as a foreign corporation distribution to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason limited partners or stockholders of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.undersigned; or (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement undersigned’s affiliates or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive any investment fund or other similar rights of any securityholder of the Company arising by operation of law entity controlled or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered managed by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holderundersigned.

Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriter, the Company and the Company Selling Shareholder in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CSK AUTO CORPORATION II ByBy /s/ Lon Novalt -------------------------------- Name: _______________________________________ Title: CONFIRMED AND ACCEPTED, INVESTCORP CSK HOLDINGS L.P. By /s/ Ebrahim Ebrahim -------------------------------- Name: Title: Theforegoing Purchase Agreement is hereby confirmed and accepted as of the date first above written: MGOLDMAN, SACHS & CO. By /s/ Goldman, Sachs & Co. ------------------------------------------ Na▇▇: ▇it▇▇: SCHEDULE A List of Subsidiaries CSK Auto, Inc. Automotive Information Systems, Inc. CSKAUTO.COM, Inc. SCHEDULE B List of Agreements with Registration Rights 1) Stockholders' Agreement dated as of October 30, 1996, as thereafter amended and supplemented, by and between the Investcorp Group (as defined therein), the Carmel Group (as defined therein), the Company and other named stockholders. 2) Amended and Restated Registration Rights Agreement dated as of May 16, 2002, by and between CSK Auto Corporation and LBI Group Inc. and Investcorp CSK Holdings L.P. (relating to $50MM 7% convertible debentures). 3) Registration Rights Agreement dated August 14, 2001, by and between CSK Auto Corporation and Oppenheimer Capital Investment Fund (relating to $30MM 7% convertible ▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH). 4) Registration Rights Agreement to be entered into on January 16, PIERCE2004, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself by and among CSK Auto Corporation, the subsidiaries of CSK Auto Corporation, and Credit Suisse First Boston LLC, as Representative representative of the other Underwriters named in Schedule A hereto. Name initial purchasers (relating to sale of Underwriter Number $225MM of Initial Securities Number senior subordinated notes of Option Securities M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapitalCSK Auto, Inc. Total 9,500,000 1,425,000 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delawarescheduled to close on January 16, 2004). (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II ByVAXXINITY, INC. By /s/ ▇▇▇ ▇▇▇ Hu Name: _______________________________________ ▇▇▇ ▇▇▇ Hu Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇BOFA SECURITIES, INC. JEFFERIES LLC EVERCORE GROUP L.L.C. By: BOFA SECURITIES, INC. By /s/ ▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. By: ▇▇▇▇▇▇▇▇▇ LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. By: EVERCORE GROUP L.L.C. By /s/ ▇▇ ▇▇▇▇▇▇ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $13.00. The purchase price per share for the Securities to be paid by the several Underwriters shall be $12.09, being an amount equal to the initial public offering price set forth above less $0.91 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities MBofA Securities, Inc. 2,340,000 ▇▇▇▇▇▇▇▇▇ LynchLLC 2,040,000 Evercore Group L.L.C. 1,620,000 Total 6,000,000 1. The Company is selling 6,000,000 shares of Class A Common Stock. 2. The Company has granted an option to the Underwriters, Pierceseverally and not jointly, Fto purchase up to an additional 900,000 shares of Class A Common Stock. 3. The initial public offering price per share for the Securities shall be $13.00. 1. The free writing prospectus filed with Commission on November 10, 2021. Written Testing-the-Waters Communications 1. Testing-the-Waters Communication dated September 24, 2021. 2859611 Canada Inc. Academy Ventures, LLC Adage Capital Partners, LP ▇▇▇▇ ▇▇▇▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Family Trust U/A Dtd 5/25/2007 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ask America LLC ▇▇▇▇ Capital, LLC BBRC International Pte Ltd at The BB Family International Trust ▇▇▇▇▇ ▇▇▇▇▇ Trust BeHereNow LLC (▇▇▇▇ ▇▇▇▇▇) Beofund LLC Blackfoot Healthcare Ventures ▇▇▇▇▇ Family Investments LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ C S Bio Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Chasing the Sun 2 LLC ▇▇▇▇▇▇▇▇▇ ▇▇ Competent Excel Limited COVAXX PML SPV 1 LP COVAXX PML SPV 2 LP COVAXX PML SPV 3 LP CRC Holdings LLC CV Fund Capital LLC CXGL Holdings, LP ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Family Revocable Trust Dychtwald Revocable Trust EAGLE EYE ASSET HOLDINGS PTE LTD. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Euclidean Laplace Investments, LLC ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Formic Ventures LLC ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ III 2012 Irrevocable Trust ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ R ▇▇▇▇▇ ▇▇ VENTURES LLC High Express Holdings Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IO Fund LLC Investment ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Admire Limited Joop Sistermans ▇▇▇▇▇▇ ▇▇▇▇ LLC ▇▇▇▇▇ Ferrazi ▇▇▇▇▇▇ 1000, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Li Hong ▇▇▇▇▇ ▇▇▇▇▇ Lynwood Partners LLC M&L Sorochinsky Family Trust M13 Enterprises LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Martyn ▇▇▇▇▇ ▇▇▇▇ MBX Capital II, LP MBX Crossover Capsule I, LLC ▇▇▇ ▇▇▇ Hu Mejor Vida LLC (▇▇▇▇ ▇▇▇▇▇) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Charitable Foundation, Inc ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Moon Jr., ▇▇▇▇ ▇▇▇▇▇▇ MTD Holdings, LP New Stuff, LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable Trust Dated May 18th, 2017 Nutrinversiones LLC PE Fund ▇▇ ▇▇▇▇▇ Jain, L.P. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Promissory Note PIH Pharma Holdings GmbH Prime Movers Growth Fund 1 LP Prime Movers Lab Fund I LP Pyrite Ventures LLC Regen Horchow, Partner, Chatham Hill Investment Partnership ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ RISE Investments International II Series 13, LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ international Fund, Ltd ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ Trust, dated May 6, 2002 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SDS Holdings LLC Series C19 ▇▇▇▇▇ FAMILY REVOCABLE TRUST DATED MAY 12, 2016 SG ▇▇▇ Equity Holdings, LLC Siber Biotechnologies LLC ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Family Partners ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Declaration of Trust ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tahsinul ▇▇▇▇▇ The ▇▇▇▇▇ Family Trust The ▇▇▇▇▇ and ▇▇▇▇▇▇▇ Revocable Trust The Georgia Institute for Plastic Surgery, P.C. Retirement Savings Plan FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇ THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2020 ANNUITY TRUST IX THE ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2021 ANNUITY TRUST III The London – Wen Trust dated Sept. 19, 2017 The Pershing Square Foundation ▇▇▇▇ ▇▇▇▇▇ TKW Capital Partners, LLC Tribe Capital IV, LLC – Series 8 Tribe Capital IV, LLC – Series 8 (#2) Tribe Capital V, LLC—Series 9 by Tribe Capital Partners V, LLC Its: Manager TY & Sons Investments United Biomedical, Inc. Total 9,500,000 1,425,000 United Biomedical, Inc. Asia UNS Investors, ▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ Trust West Investments V, LLC ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III Windchime Investment ▇▇▇▇▇▇▇ Holdings LLC WSA Vaxxinity SPV LLC FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. Jefferies LLC Evercore Group L.L.C. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Jefferies LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Evercore Group L.L.C. ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by Vaxxinity, Inc. Ladies and Gentlemen: The undersigned understands that BofA Securities, Inc. (“BofA”), ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and Evercore Group L.L.C. (“Evercore”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vaxxinity, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Offering”) of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date of this agreement (this “Lock-Up Agreement”) and ending at the close of business on the date that is 180 days after the date of the final prospectus relating to the Offering (such period, the “Restricted Period”), the undersigned will not, without the prior written consent of BofA, Jefferies and Evercore, (i) The directly or indirectly, 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 transfer or dispose of any shares of Class A Common Stock, or Class B Common Stock, par value $0.0001 per share, of the Company (together with the Class A Common Stock, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has been duly incorporated and is validly existing as a corporation or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in good standing connection therewith, under the laws Securities Act of the State of Delaware. 1933, as amended, or (ii) The enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, (1) BofA, Jefferies and Evercore agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, BofA, Jefferies and Evercore will notify the Company of the impending release or waiver, and (2) the Company has corporate power agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by BofA, Jefferies or Evercore hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and authority (ii) the transferee has agreed in writing to own, lease and operate its properties and to conduct its business as be bound by the same terms described in this Lock-Up Agreement to the Prospectus extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to enter into and perform its obligations under the Purchase conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of BofA, Jefferies or Evercore in the following cases: 1. transactions relating to Lock-Up Securities purchased by the undersigned on the open market following the Offering or, if the undersigned is not an officer or director of the Company, transactions relating to Lock-Up Securities purchased by the undersigned in the Offering; 2. transfers of the undersigned’s Lock-Up Securities as a bona fide gift or gifts; 3. transfers of the undersigned’s Lock-Up Securities (i) as a result of the operation of law through estate, other testamentary document or intestate succession, (ii) to any immediate family member of the undersigned or any trust for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned (for purposes of this Lock-Up Agreement. , “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or (iii) The Company pursuant to a qualified domestic order or in connection with a divorce settlement; provided that such shares remain subject to the terms of this Lock-Up Agreement, and, in the case of clause (iii) only, if the undersigned is duly qualified as required to file a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting a reduction in beneficial ownership or leasing of property or shares of Common Stock during the conduct of businessRestricted Period, except where the failure so to qualify or to be undersigned shall include a statement in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant such report to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising effect that such transfer occurred by operation of law or by court order, including pursuant to a domestic order or in connection with a divorce settlement; provided, further that no other public announcement or filing shall be voluntarily made during the Restricted Period, and if any other public announcement or filing is required, a similar statement shall be included in such announcement or filing; 4. transfers of the undersigned’s Lock-Up Securities pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Lock-Up Securities; provided that in the case of any transfer pursuant to this paragraph, any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of Common Stock unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; 5. distributions of the undersigned’s Lock-Up Securities to partners, members, nominees, stockholders or holders of similar equity interests in the undersigned not involving a disposition of value; 6. transfers of the undersigned’s Lock-Up Securities to a corporation, partnership, limited liability company, investment fund or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all the outstanding equity securities or similar interests, or, in the case of an investment fund, that is managed by, or is under common management with, the undersigned (including, for the avoidance of doubt, transfers of the undersigned’s Lock-Up Securities to any fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned); provided that if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall include a statement in any such report regarding the circumstances of the transfer; 7. exercise, vesting, forfeiture and/or settlement of stock options, restricted stock awards, restricted stock units or other equity awards pursuant to any plan or agreement granting such an award to an employee or other service provider of the Company or its affiliates, which plan or agreement is described in the registration statement relating to the Offering or the final prospectus relating to the Offering (and any related transfer to, or withholding by, the Company of Lock-Up Securities to satisfy any obligations for the payment of taxes, including estimated taxes, and exercise price due as a result of such settlement or exercise whether by means of a “net settlement” or “cashless basis”); provided that any remaining Common Stock received upon such exercise or settlement will be subject to the restrictions set forth in this Lock-Up Agreement provided, further that if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall include a statement in any such report to the effect that (i) such transfer or withholding is in connection with the vesting or settlement of restricted stock awards, restricted stock units or incentive units, or the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock, as applicable, and (ii) the transaction was only with the Company; 8. dispositions or transfers of the undersigned’s Lock-Up Securities (including, without limitation, through the establishment or amendment of trading plans pursuant to Rule 10b5-1 under the Amended Exchange Act and Restated Certificate any sales pursuant to such trading plans), in each case to generate such amount of Incorporation net proceeds from any such dispositions or bytransfers in an aggregate amount up to the total amount of taxes, including estimated taxes, due as a result of the exercise, vesting and/or settlement of stock options, restricted stock awards, restricted stock units or other equity awards pursuant to any plan or agreement granting such an award to an employee or other service provider of the Company or its affiliates, which plan or agreement is described in the registration statement relating to the Offering or the final prospectus relating to the Offering; provided that any Lock-laws Up Securities not disposed or transferred will be subject to the restrictions set forth in this Lock-Up Agreement; provided, further that if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall include a statement in any such report to the effect that such disposition or transfer is in connection with the exercise, vesting or settlement of equity awards and is solely to cover any taxes incurred as a result; 9. dispositions to the Company upon exercise of the Company. (v) The ’s right to repurchase or reacquire the undersigned’s Lock-Up Securities have been duly authorized for issuance and sale in the event the undersigned ceases to the Underwriters pursuant provide services to the Purchase Agreement and, when issued and delivered by the Company pursuant to agreements in effect on the Purchase Agreement against payment date of this Lock-Up Agreement, including, without limitation, the consideration set forth Company’s equity incentive plans, which plan or agreement is described in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of registration statement relating to the Securities is or will be subject to personal liability by reason of being such a holder.Offering

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ ACUMEN PHARMACEUTICALS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: MBOFA SECURITIES, INC. CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCHCOMPANY, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. By: BOFA SECURITIES, INC. By Authorized Signatory By: CREDIT SUISSE SECURITIES (USA) LLC By Authorized Signatory By: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY, INCORPORATED By Authorized Signatory The initial public offering price per share for the Securities shall be $[•]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[•], being an amount equal to the initial public offering price set forth above less $[•] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option BofA Securities, Inc. Credit Suisse Securities M(USA) LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Lynch& Company, PierceIncorporated UBS Securities LLC Total [•] 1. The Company is selling [•] shares of Common Stock. 2. The Company has granted an option to the Underwriters, Fseverally and not jointly, to purchase up to an additional [•] shares of Common Stock. 3. The initial public offering price per share for the Securities shall be $[•]. [•] Written Testing-the-Waters Communications Form of lock-up from directors, officers or other stockholders pursuant to Section 5(j) BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇ Incorporated EarlyBirdCapital▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as Representative of the several Underwriters to be named in the within-mentioned Underwriting Agreement Re: Proposed Public Offering by Acumen Pharmaceuticals, Inc. Total 9,500,000 1,425,000Ladies and Gentlemen: The undersigned, a stockholder of Acumen Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the initial public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and continuing through, and including, the 180th day from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, (i) directly or indirectly, 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 any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer and/or director of the Company, (1) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Stock, the Representative will notify the Company of the impending release or waiver, and (2) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative, (a) provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported during the Lock-Up Period with the Securities and Exchange Commission (the “SEC”) on Form 4 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period (other than a filing on a Form 5 or any required Schedule ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ 13G or Schedule 13G/A, so long as such required filing includes a reasonably detailed explanation of transfer or distribution and a statement to the effect that such transferred or received Lock-Up Securities are subject to the terms of a lock-up agreement for the balance of the Lock-Up Period): (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes; or (ii) The Company has corporate power and authority to ownany immediate family member of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Purchase Agreement.“immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin); or (iii) The Company if the undersigned is duly qualified as a foreign corporation trust, to transact business and is in good standing in each jurisdiction in which a trustor, trustee or beneficiary of such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify trust or to be in good standing would not result in the estate of a Material Adverse Effect.trustor, trustee or beneficiary of such trust; or (iv) The authorizedas a distribution to partners, issued and outstanding capital stock members, managers, equity holders or stockholders of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus)undersigned; the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company.or (v) The Securities have been duly authorized for issuance and sale to the Underwriters undersigned’s affiliates or to any investment fund or other entity controlled or managed by, controlling or managing, or under common control with, the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership). (b) provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee (excluding the Company), as the case may be, (2) in the case of any transfer pursuant to (i) below, any such transfer shall not involve a disposition for value and (3) any filing under the Purchase Agreement andExchange Act required to be made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to circumstances described below, when as applicable: (i) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or any immediate family of the undersigned; or (ii) pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement; or (iii) to the Company (or surrender such Lock-Up Securities to the Company) pursuant to any contractual arrangement that provides the Company with an option to repurchase such Lock-Up Securities in connection with the termination of the undersigned’s employment or other service relationship with the Company, or pursuant to a right of first refusal with respect to transfers of such Lock-Up Securities or to cover taxes due upon or the consideration required in connection with the vesting, conversion or exercise of securities issued and delivered by under an equity incentive plan or stock purchase plan of the Company, including through the withholding of shares by, or surrender of shares to, the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is a “cashless” or will be subject to personal liability by reason of being such a holder“net exercise” settlement feature.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION NORANDA ALUMINUM HOLDING CORPORATION II By: _______________________________________ TitleBY: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇▇, SACHS & CO. UBS SECURITIES LLC By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: _______________________________________ Authorized Signatory For itself By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By: Name: Title: By: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: By: ▇▇▇▇▇▇▇, SACHS & CO. By: (▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) By: UBS SECURITIES LLC By: Name: Title: The initial public offering price per share for the Securities shall be $[—]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[—], being an amount equal to the initial public offering price set forth above less $[—] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and as Representative of payable on the other Underwriters named in Schedule A heretoInitial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapital[ —] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated [ —] Citigroup Global Markets Inc. [ —] Credit Suisse Securities (USA) LLC [ —] ▇▇▇▇▇▇▇, Sachs & Co. [ —] UBS Securities LLC [ —] Barclays Capital Inc. Total 9,500,000 1,425,000[ —] Moelis & Company LLC [ —] [—] Shares of Common Stock (i) 1. The Company is selling [—] shares of Common Stock. 2. The Company has been duly incorporated granted an option to the Underwriters, severally and is validly existing as a corporation in good standing under the laws not jointly, to purchase up to an additional [—] shares of the State of DelawareCommon Stock. (ii) 3. The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in initial public offering price per share for the Prospectus and to enter into and perform its obligations under the Purchase AgreementSecurities shall be $[—]. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.1. [None]

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, TREMISIS ENERGY ACQUISITION CORPORATION II By: _______________________________________ ASCENDIS PHARMA A/S By Title: CONFIRMED AND ACCEPTED, as of the date first above written: M▇▇▇▇▇▇ L▇▇▇▇ & CO. M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED LEERINK PARTNERS LLC By: _______________________________________ Authorized Signatory ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By By: LEERINK PARTNERS LLC By For itself themselves and as Representative Representatives of the other Underwriters named in Schedule A hereto. The initial public offering price per share for the Securities shall be $[ ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[ ], being an amount equal to the initial public offering price set forth above less $[ ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Number of Option Securities M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated EarlyBirdCapitalLeerink Partners LLC ▇▇▇▇▇ Fargo Securities, Inc. LLC Total 9,500,000 1,425,000[ ] 1. The Company is selling [ ] Ordinary Shares. 2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] Ordinary Shares. 3. The initial public offering price per share for the Securities shall be $[ ]. [SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS] ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Representative of the several Underwriters to be named in the within-mentioned Underwriting Agreement ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Proposed Public Offering by ASCENDIS PHARMA A/S Dear Sirs: The undersigned, a shareholder, officer and/or director, as applicable, of ASCENDIS PHARMA A/S, a company organized under the law of the Denmark (the “Company”), understands that ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s ordinary shares (the “Ordinary Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder, officer and/or director, as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (such 180-day period, the “Lock-Up Period”) (subject to extensions as discussed below), the undersigned will not (except as provided in this lock-up agreement), without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, (i) directly or indirectly, 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 any shares of the Company’s Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Act”), or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, (A) the undersigned may transfer the Lock-Up Securities without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, provided that (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, where the transferee/donee agrees to be bound by the terms of this lock-up agreement (including, without limitation, the restrictions set forth in the preceding paragraph) to the same extent as the transferee/donee were a party hereto, (2) such transfers are not required to be reported with the Securities and Exchange Commission (the “Commission”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) the undersigned does not otherwise voluntarily effect any filing under the Act or the Exchange Act during the Lock-Up Period regarding such transfers, and (4) the undersigned notifies ▇▇▇▇▇▇▇ ▇▇▇▇▇ at least two business days prior to the proposed transfer or disposition: (i) The Company has been duly incorporated and is validly existing as a corporation bona fide gift or gifts, sale or other dispositions or distributions, in good standing under each case that are made exclusively between and among the laws undersigned or family members of the State undersigned (for purposes of Delaware. (ii) The Company has corporate power and authority to ownthis lock-up agreement, lease and operate its properties and to conduct its business as described “family member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the Prospectus and undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to enter into and perform its obligations under the Purchase Agreement. (iiieducational activities, health care treatment, military service, temporary internship or employment or otherwise) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in the undersigned’s affiliates including, without limitation, its partners (if a Material Adverse Effect. partnership) or members (ivif a limited liability company) The authorizedor to one or more legal entities controlled, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuancesdirectly or indirectly, if any, pursuant to the Purchase Agreement or pursuant to the Subscription Agreements as described in the Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or by-laws of the Company. (v) The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Purchase Agreement and, when issued and delivered by the Company pursuant to the Purchase Agreement against payment of the consideration set forth in the Purchase Agreement, will be validly issued and fully paid and non-assessable and no holder of the Securities is or will be subject to personal liability by reason of being such a holder.undersigned;