13D Filing: Alafi Capital Co LLC and Intra-Cellular Therapies Inc. (ITCI)

these stockholders agreed, subject to specified exceptions, not to (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, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose
the intention to make any offer, sale, pledge or disposition, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, or
(iii) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, without the prior written consent of J.P. Morgan
Securities LLC during the period ending 60 days after the date of the final prospectus relating to the public offering, which date is November 27, 2017.

These lock-up provisions will not apply to, among other things, shares of Common Stock acquired in open market transactions, or upon the
exercise of stock options granted pursuant to the Issuers equity incentive plans, so long as the shares acquired upon exercise remain subject to the lock-up provisions in the agreement, or certain gifts and other transfers for estate-planning
purposes or by stockholders who are entities to their limited or general partners, members or stockholders, as specified in the agreement.

The foregoing descriptions of the Merger Agreement, the Registration Rights Agreement and the Lock-Up Agreement in the Underwriting Agreement
do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 2, 3 and 4, respectively, and are incorporated herein by reference.