Common use of Thomxx Xxxsxx Xxxtners LLC Clause in Contracts

Thomxx Xxxsxx Xxxtners LLC. Warburg Dillon Read LLC......................... _________ Total............................ 1,600,000 ========= Exhibit A Form of Lock-Up Agreement ING Barings LLC Bear, Steaxxx & Xo. Inc. Thomxx Xxxsxx Xxxtners LLC Warburg Dillon Read LLC c/o ING Barings LLC 55 Exxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Molecular Devices Corporation Ladies and Gentlemen: The undersigned is the record owner of shares of common stock, par value $.001 per share (COMMON STOCK), or options to purchase shares of the Common Stock (such shares and options herein referred to as SECURITIES) of Molecular Devices Corporation, a Delaware corporation (the COMPANY). The undersigned understands that the Company currently intends to file with the Securities and Exchange Commission a Registration Statement on Form S-3 for the registration of certain shares of Common Stock, which will be purchased by you pursuant to an underwriting agreement between the Company and you (the UNDERWRITING AGREEMENT). The undersigned agrees that the undersigned will not, without the prior consent of ING Barings LLC, directly or indirectly, for a period of 90 days from the date of the Underwriting Agreement: (1) offer for sale, contract to sell, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities or securities convertible into, exercisable or exchangeable for, or representing the right to receive, Securities or sell or grant options, rights or warrants with respect to any Securities or register for sale any outstanding Securities; or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any Securities or such securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities or other securities, in cash or otherwise. Notwithstanding the foregoing, (i) gifts or (ii) transfers to (A) the undersigned's immediate family or (B) a trust or partnership the beneficiaries and sole partners of which are members of the undersigned's immediate family or the undersigned, shall not be prohibited by this agreement if the donee or transferee agrees in writing to be bound by the foregoing in the same manner as it applies to the undersigned. For this purpose, IMMEDIATE FAMILY shall mean the spouse, lineal descendants, the father, the mother or any brother or sister of the undersigned. This agreement shall not prohibit the exercise of any stock options to purchase Common Stock, except that Securities obtained upon any such exercise shall be subject to the limitations on disposition herein. Very truly yours,

Thomxx Xxxsxx Xxxtners LLC. Warburg Dillon Read LLC......................... Total .............................................................. 3,000,000 ========= NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD ------------------- ----------- ------- Total ............................................................................................. 550,000 ======= 35 EXHIBIT A LOCK-UP AGREEMENT BANCBOSTON ROBEXXXXX XXXPXXXX XXX. As Lead Representative of the several Underwriters 555 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Xxdies and Gentlemen: The undersigned understands that you, as lead representative of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Netegrity, Inc. (the "Company") and certain selling stockholders providing for the public offering (the "Public Offering") by the Underwriters, including yourselves, of the Company's common stock, $.01 par value (the "Common Stock"), pursuant to a registration statement on Form S-3 to be filed with the Securities and Exchange Commission. This letter agreement shall terminate and be of no further force and effect upon a decision by BancBoston Robexxxxx Xxxpxxxx Xxx. or the Company not to proceed with the Public Offering. In consideration of the Underwriters' agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that the undersigned will not, for a period commencing on the date hereof and continuing thereafter until 90 days after the date of the final prospectus for the Public Offering (the "Lock-Up Period"), offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (each a "Disposition") any shares of Common Stock, any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than (a) as a distribution to limited partners, members or shareholders of the undersigned, (b) by gift, will or intestacy, (c) in the event the undersigned is an individual, to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned, his or her parent or parents and/or a member or members of his or her immediate family, (d) to the undersigned's affiliates, as such term is defined in Rule 405 under the Securities Act of 1933, provided that the transferees, donees or distributees thereof under clauses (a), (b), (c) and (d) (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (e) with the prior written consent of BancBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction is expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering. The undersigned Date:____________________________, 1999 Very truly yours, ____________________________________ Total............................ 1,600,000 ========= Exhibit A Form of Lock-Up Agreement ING Barings LLC Bear, Steaxxx & Xo. Inc. Thomxx Xxxsxx Xxxtners LLC Warburg Dillon Read LLC c/o ING Barings LLC 55 Exxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Molecular Devices Corporation Ladies and Gentlemen: The undersigned is the record owner of shares of common stock, par value $.001 per share Name (COMMON STOCK), please print or options to purchase shares of the Common Stock (such shares and options herein referred to as SECURITIEStype) of Molecular Devices Corporation, a Delaware corporation (the COMPANY). The undersigned understands that the Company currently intends to file with the Securities and Exchange Commission a Registration Statement on Form S-3 for the registration of certain shares of Common Stock, which will be purchased by you pursuant to an underwriting agreement between the Company and you (the UNDERWRITING AGREEMENT). The undersigned agrees that the undersigned will not, without the prior consent of ING Barings LLC, directly or indirectly, for a period of 90 days from the date of the Underwriting Agreement: (1) offer for sale, contract to sell, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities or securities convertible into, exercisable or exchangeable for, or representing the right to receive, Securities or sell or grant options, rights or warrants with respect to any Securities or register for sale any outstanding Securities; or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any Securities or such securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities or other securities, in cash or otherwise. Notwithstanding the foregoing, (i) gifts or (ii) transfers to (A) the undersigned's immediate family or (B) a trust or partnership the beneficiaries and sole partners of which are members of the undersigned's immediate family or the undersigned, shall not be prohibited by this agreement if the donee or transferee agrees in writing to be bound by the foregoing in the same manner as it applies to the undersigned. For this purpose, IMMEDIATE FAMILY shall mean the spouse, lineal descendants, the father, the mother or any brother or sister of the undersigned. This agreement shall not prohibit the exercise of any stock options to purchase Common Stock, except that Securities obtained upon any such exercise shall be subject to the limitations on disposition herein. Very truly yours,____________________________________ Signature

Thomxx Xxxsxx Xxxtners LLC. Warburg Dillon Read LLC......................... Total.......................................................... _____________, 2000 Page 29 EXHIBIT A LOCK-UP AGREEMENT _________________________________ Total............................ 1,600,000 ========= Exhibit A Form of Lock-Up Agreement ING Barings LLC Bear, Steaxxx _________________________________ _________________________________ _________________________________ _________________________________ RE: First Horizon Pharmaceutical Corporation (the "Company") Ladies & Xo. Inc. Thomxx Xxxsxx Xxxtners LLC Warburg Dillon Read LLC c/o ING Barings LLC 55 Exxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Molecular Devices Corporation Ladies and Gentlemen: The undersigned is the record an owner of shares of common stock, par value $.001 per share (COMMON STOCK), record or options to purchase shares of the Common Stock (such shares and options herein referred to as SECURITIES) of Molecular Devices Corporation, a Delaware corporation (the COMPANY). The undersigned understands that the Company currently intends to file with the Securities and Exchange Commission a Registration Statement on Form S-3 for the registration beneficially of certain shares of Common Stock, which will be purchased by you pursuant to an underwriting agreement between Stock of the Company and you ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the UNDERWRITING AGREEMENT)"Offering") for which you will act as the representatives (the "Representatives") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior consent of ING Barings LLC, directly or indirectly, for a period of 90 days from the date of the Underwriting Agreement: (1) not offer for saleto sell, contract to sell, or otherwise sell, dispose of, loan, pledge or otherwise dispose of (or enter into grant any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities or securities convertible into, exercisable or exchangeable for, or representing the right to receive, Securities or sell or grant options, rights or warrants with respect to (collectively, a "Disposition") any Securities or register for sale any outstanding Securities; or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in partshares of Common Stock, any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the economic benefits or risks power of ownership of any Securities or such securitiesdisposition, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities or other securities, in cash or otherwise. Notwithstanding the foregoing, otherwise than (i) gifts as a bona fide gift or (ii) transfers to (A) the undersigned's immediate family or (B) a trust or partnership the beneficiaries and sole partners of which are members of the undersigned's immediate family or the undersignedgifts, shall not be prohibited by this agreement if provided the donee or transferee agrees donees thereof agree in writing to be bound by the foregoing in the same manner as it applies to the undersigned. For this purpose, IMMEDIATE FAMILY shall mean the spouse, lineal descendants, the father, the mother or any brother or sister of the undersigned. This agreement shall not prohibit the exercise of any stock options to purchase Common Stock, except that Securities obtained upon any such exercise shall be subject to the limitations on disposition herein. Very truly yoursrestriction,

Thomxx Xxxsxx Xxxtners LLC. Warburg Dillon Read LLC......................... _________ Total............................ 1,600,000 ========= Exhibit A Form ................................................................ LOCK-UP LETTER AGREEMENT LEHMXX XXXTHERS INC. SG CXXXX XXXURITIES CORPORATION THOMXX XXXSXX XXXTNERS LLC As Representatives of Lock-Up Agreement ING Barings LLC Bear, Steaxxx & Xo. Inc. Thomxx Xxxsxx Xxxtners LLC Warburg Dillon Read LLC the several Underwriters c/o ING Barings LLC 55 Exxx 00xx Xxxxxx Xxx Lexxxx Xxxthers Inc. Three World Financial Center New Xxxx, Xxx Xxxx 00000 Molecular Devices Corporation Ladies Xxdies and Gentlemen: The undersigned is understands that you and certain other firms propose to enter into an Underwriting Agreement (the record owner "UNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (the "UNDERWRITERS") of shares (the "SHARES") of common stock, par value $.001 per share (COMMON STOCK), or options to purchase shares of the Common Stock (such shares and options herein referred to as SECURITIES) the "COMMON STOCK"), of Molecular Devices CorporationWebGain, Inc., a Delaware corporation (the "COMPANY"), and that the Underwriters propose to reoffer the Shares to the public (the "OFFERING"). The In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned understands that hereby irrevocably agrees that, without the Company currently intends to file with prior written consent of Lehmxx Xxxthers Inc., on behalf of the Securities and Exchange Commission a Registration Statement on Form S-3 for the registration of certain shares of Common StockUnderwriters, which will be purchased by you pursuant to an underwriting agreement between the Company and you (the UNDERWRITING AGREEMENT). The undersigned agrees that the undersigned will not, without the prior consent of ING Barings LLC, directly or indirectly, for a period of 90 days from the date of the Underwriting Agreement: (1) offer for sale, contract to sell, sellpledge, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into, exercisable into or exchangeable forfor Common Stock (other than the Shares) owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or immediately prior to the completion of the Offering, or representing the right to receive, Securities or sell or grant options, rights or warrants with respect to any Securities or register for sale any outstanding Securities; or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any Securities or such securitiesshares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities Common Stock or other securities, in cash or otherwise, for a period of 180 days after the date of the final Prospectus relating to the Offering (the "PUBLIC OFFERING DATE"). Notwithstanding The lock-up restriction described in the foregoingprevious paragraph (the "TRANSFER RESTRICTIONS") shall not apply to: (a) bona fide gifts, (b) distributions of the Common Stock to former or current limited partners or stockholders of the undersigned, (c) dispositions to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (d) transfers in a private sale transaction pursuant to a valid private placement exemption, (e) in the context of (i) gifts a merger, consolidation, reorganization or (ii) transfers to (A) the undersigned's immediate family sale of all or (B) a trust or partnership the beneficiaries and sole partners of which are members substantially all of the undersigned's immediate family or assets of Company in which the undersigned, shall not be prohibited by this agreement if the donee or transferee agrees in writing to be bound by the foregoing in the same manner as it applies to the undersigned. For this purpose, IMMEDIATE FAMILY shall mean the spouse, lineal descendants, the father, the mother or any brother or sister capital stock of the undersigned. This agreement shall not prohibit the exercise of any stock options to purchase Common StockCompany is converted into or exchanged for cash, except that Securities obtained upon any such exercise shall be subject to the limitations on disposition herein. Very truly yours,securities