13D Filing: Galen Partners V, L.L.C. and Quotient Ltd (QTNT)

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Page 14 of 16 – SEC Filing


EXHIBIT C

LOCK-UP AGREEMENT

Form of Lock-Up Agreement

October [    ], 2017

[TO
HIGHBRIDGE AND PERCEPTIVE]

Ladies and Gentlemen:

This Lock-Up Agreement is being delivered to you in connection with the private placement (the
Private Placement) of an aggregate of [    ] ordinary shares, no par value per share, of the Company (the Ordinary Shares) and warrants (the New Warrants) and pre-funded warrants (the Pre-Funded Warrants) exercisable for up to [    ] Ordinary Shares (the Warrant Shares, and
together with the Ordinary Shares and the New Warrants, the Private Placement Securities) being undertaken pursuant to the Subscription Agreements (the Subscription Agreements) to be entered into by Quotient
Limited, a company formed under the laws of Jersey (the Company), and certain subscribers, including you (the Subscribers). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to them in the Subscription Agreements.

In order to induce the Subscribers to enter into the Subscription
Agreements, the undersigned agrees that, for a period (the Lock-Up Period) beginning on the date hereof and ending on January 21, 2018, the undersigned will not, without the prior
written consent of each of [Perceptive Advisors LLC] and [Highbridge Capital Management, LLC] (the Waiver Parties), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder (the Exchange Act) with respect to, any Ordinary Shares or any other securities of the Company that are substantially similar to Ordinary Shares, or
any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to acquire, the foregoing (collectively, the Lock-Up Securities), (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or any other securities of the Company that are substantially similar to Ordinary Shares, or any securities
convertible into or exchangeable or exercisable for, or any warrants or other rights to acquire, the foregoing, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or
(iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of the Private Placement Securities as contemplated
by the registration rights agreement to be entered into by the Company and the Subscribers (the Registrable Securities), (b) bona fide gifts, (c) dispositions to any trust for the direct or indirect benefit of the undersigned
and/or the immediate family of the undersigned, (d) dispositions by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (e) if the
undersigned is an entity, as a distribution to the limited partners, members, trust beneficiaries or stockholders of the undersigned, (f) dispositions to the undersigneds affiliates, or to any investment fund or other entity controlled or
managed by, directly or indirectly, the undersigned, or (g) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any
sales or other dispositions of Lock-Up Securities during the Lock-Up Period, no public announcement or public disclosure of entry into such plan is made or required to
be made, and the undersigned does not otherwise voluntarily effect any public announcement or public disclosure regarding the entry into or existence of any such plan; provided, however, that in the case of any transfer or disposition
pursuant to clauses (b) through (f), (i) each transferee, distributee or recipient of the Lock-Up Securities transferred, distributed or disposed of agrees to be bound by the same restrictions in place
for the undersigned pursuant to this Lock-Up Agreement for the duration that such restrictions remain in effect at the time of such transfer, distribution or disposition and executes and delivers to the Waiver
Parties a lock-up agreement substantially in the form of this Lock-Up Agreement, (ii) no filing under the Exchange Act or other public announcement shall be

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