[Form of Company Lock-up Agreement]

[      ], 2016 

Biodel, Inc. 
100 Saw Mill
Road 
Danbury, Connecticut 06810


       Re:       Biodel,
Inc. 



Ladies and Gentlemen: 

The undersigned of this
lock-up agreement (the “Lock-Up
Agreement”) understands that you,
Biodel, Inc., a Delaware corporation (the “Company”) propose to enter into a share exchange agreement (the “Share Exchange Agreement”) with Albireo Limited, a company registered in
England and Wales (“Albireo”) and the Persons
listed on Schedule I to the Share Exchange Agreement (the “Sellers”), pursuant to which the Sellers will sell, transfer and convey to
Company, and Company will purchase from Sellers, all of the issued and
outstanding shares in the capital of Albireo, or in the case of the Sellers who
are Loan Note Holders, shares in the capital of Albireo into which their Loan
Notes will be converted (the “Acquisition”). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Share Exchange Agreement. 

In connection with the Share
Exchange Agreement and the transactions contemplated thereby, the undersigned
hereby agrees that, without the prior written consent of Albireo, the
undersigned will not, during the period commencing on the date hereof and ending
on the date that is 180 days after the Closing Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell,
sell any option, warrant or contract to purchase, purchase any option, warrant
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Company
Common Stock or any securities convertible into or exercisable or exchangeable
for Company Common Stock (including without limitation, Company 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 SEC and
securities which may be issued upon exercise of a stock option or warrant), or
publicly disclose the intention to make any offer, sale, pledge or disposition,
(ii) enter into any swap or other agreement that transfers, in whole or in part,
any of the economic consequences of ownership of the Company Common Stock or
such other securities, in each case above, that are currently or hereafter owned
either of record or beneficially (as defined in Rule 13d-3 under the Exchange
Act) by the undersigned and whether any such transaction described in clause (i)
or (ii) above is to be settled by delivery of Company Common Stock or such other
securities, in cash or otherwise or (iii) make any demand for or exercise any
similar right with respect to the registration of any shares of Company Common
Stock or any security convertible into or exercisable or exchangeable for
Company Common Stock. 







The restrictions and
obligations contemplated by this Lock-Up Agreement shall not apply to (a)
transfers of Company Common Stock or securities convertible into or exercisable
or exchangeable for Company Common Stock (i) if the undersigned is a natural
person, (A) to a Family Member or a trust formed for the benefit of the
undersigned or the undersigned’s Family Member, (B) the undersigned’s estate,
(C) by bona fide gift, will or intestacy, or (D) any partnership, corporation or
limited liability company which is controlled by the undersigned or any such
Family Member(s), (ii) if the undersigned is a corporation, partnership or other
business entity, (A) to another corporation, partnership or other business
entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of
the undersigned, including investment funds or other entities under common
control or management with the undersigned, (B) any distribution or dividend to
equity holders (including, without limitation, general or limited partners and
members) of the undersigned (including upon the liquidation and dissolution of
the undersigned pursuant to a plan of liquidation approved by the undersigned’s
equity holders) or (C) as a bona fide gift to a charitable organization, or
(iii) if the undersigned is a trust, to a grantor or beneficiary of the trust;
(b) the exercise of options or warrants to purchase shares of Company Common
Stock or the receipt of shares of Company Common Stock upon the vesting of
restricted stock awards and any related transfer of shares of Company Common
Stock to Company (i) deemed to occur upon the cashless exercise of such options
or exercise of such warrants or (ii) for the purpose of paying the exercise
price of such options or warrants or for paying taxes (including estimated
taxes) due as a result of the exercise of such options or warrants or as a
result of the vesting of such shares of Company Common Stock under such
restricted stock awards (or the disposition to Company of any shares of
restricted stock granted pursuant to the terms of any employee benefit plan);
(c) transfers by the undersigned of securities acquired in the open market
following the Closing; or (d) the establishment of a trading plan pursuant to
Rule 10b5-1 under the Exchange Act for the transfer of shares of Company Common
Stock; provided that such plan does not provide for the transfer
of shares of Company Common Stock during the Lock-Up Period; and provided, further, that in the case of any transfer or distribution
pursuant to clause (a), such transfer is not for value and each donee, heir,
beneficiary or other transferee or distributee shall sign and deliver to the
Company a lock-up agreement in the form of this Lock-Up Agreement.


In furtherance of the
foregoing, the Company and the Transfer Agent are hereby authorized to decline
to make any transfer of Company Common Stock or securities convertible into or
exercisable or exchangeable for Company Common Stock if such transfer would
constitute a violation or breach of this Lock-Up Agreement.

The undersigned hereby
represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Agreement. All authority herein conferred or agreed to
be conferred and any obligations of the undersigned shall be binding upon the
successors, assigns, heirs or personal representatives of the undersigned.


The undersigned understands
that, if the Share Exchange Agreement is terminated pursuant to its terms, the
undersigned shall be automatically released from all restrictions and
obligations under this Lock-Up Agreement. 

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This Lock-Up Agreement and any
claim, controversy or dispute arising under or related to this Lock-Up Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware. 


	Very truly yours,
		  
	
		   
		   
	By: 	 
		Name:
	 	Title:



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