Common use of Thomxx Xxxsxx Xxxtners LLC Clause in Contracts

Thomxx Xxxsxx Xxxtners LLC. Total................................................................ LOCK-UP LETTER AGREEMENT LEHMXX XXXTHERS INC. SG CXXXX XXXURITIES CORPORATION THOMXX XXXSXX XXXTNERS LLC As Representatives of the several Underwriters c/o Lexxxx Xxxthers Inc. Three World Financial Center New Xxxx, Xxx Xxxx 00000 Xxdies and Gentlemen: The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (the "UNDERWRITERS") of shares (the "SHARES") of Common Stock (the "COMMON STOCK"), of WebGain, Inc., a Delaware corporation (the "COMPANY"), and that the Underwriters propose to reoffer the Shares to the public (the "OFFERING"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Lehmxx Xxxthers Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, 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 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 or exchangeable for 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 (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 such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of 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"). The lock-up restriction described in the previous 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) a merger, consolidation, reorganization or sale of all or substantially all of the assets of Company in which the capital stock of the Company is converted into or exchanged for cash, securities

Thomxx Xxxsxx Xxxtners LLC. Warburg Dillon Read LLC......................... _________ Total................................................................ LOCK............................ 1,600,000 ========= Exhibit A Form of Lock-UP LETTER AGREEMENT LEHMXX XXXTHERS INCUp Agreement ING Barings LLC Bear, Steaxxx & Xo. SG CXXXX XXXURITIES CORPORATION THOMXX XXXSXX XXXTNERS Inc. Thomxx Xxxsxx Xxxtners LLC As Representatives of the several Underwriters Warburg Dillon Read LLC c/o Lexxxx Xxxthers Inc. Three World Financial Center New ING Barings LLC 55 Exxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxdies Molecular Devices Corporation Ladies and Gentlemen: The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (is the "UNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (the "UNDERWRITERS") record owner of shares of common stock, par value $.001 per share (COMMON STOCK), or options to purchase shares of the "SHARES") of Common Stock (the "COMMON STOCK"), such shares and options herein referred to as SECURITIES) of WebGain, Inc.Molecular Devices Corporation, a Delaware corporation (the "COMPANY"), and . The undersigned understands that the Underwriters propose Company currently intends to reoffer file with the Shares 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 public Company and you (the "OFFERING"UNDERWRITING AGREEMENT). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the The undersigned hereby irrevocably agrees that, without the prior written consent of Lehmxx Xxxthers Inc., on behalf of the Underwriters, 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, pledgesell, 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 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 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, 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 shares of Common Stocksecurities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Securities or other securities, in cash or otherwise, for a period of 180 days after . Notwithstanding the date of the final Prospectus relating to the Offering (the "PUBLIC OFFERING DATE"). The lock-up restriction described in the previous paragraph (the "TRANSFER RESTRICTIONS") shall not apply to: (a) bona fide giftsforegoing, (bi) distributions gifts or (ii) transfers to (A) the undersigned's immediate family or (B) a trust or partnership the beneficiaries and sole partners of the Common Stock to former or current limited partners or stockholders which are members of the undersigned, (c) dispositions to any trust for the direct or indirect benefit of the undersigned 's immediate family or the immediate family 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, (d) transfers in a private sale transaction pursuant except that Securities obtained upon any such exercise shall be subject to a valid private placement exemption, (e) in the context of (i) a merger, consolidation, reorganization or sale of all or substantially all of the assets of Company in which the capital stock of the Company is converted into or exchanged for cash, securitieslimitations on disposition herein. Very truly yours,

Thomxx Xxxsxx Xxxtners LLC. Total................................................................ .......................................................... _____________, 2000 Page 29 EXHIBIT A LOCK-UP LETTER AGREEMENT LEHMXX XXXTHERS INC. SG CXXXX XXXURITIES CORPORATION THOMXX XXXSXX XXXTNERS LLC As Representatives of _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ RE: First Horizon Pharmaceutical Corporation (the several Underwriters c/o Lexxxx Xxxthers Inc. Three World Financial Center New Xxxx, Xxx Xxxx 00000 Xxdies and "Company") Ladies & Gentlemen: The undersigned understands that you and is an owner of record or beneficially of certain other firms propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (the "UNDERWRITERS") of shares (the "SHARES") of Common Stock (the "COMMON STOCK"), of WebGain, Inc., a Delaware corporation (the "COMPANY"), and that the Underwriters propose to reoffer the Shares to the public (the "OFFERING"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Lehmxx Xxxthers Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, 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 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 Company ("Common Stock that may be issued upon exercise of any option or warrantStock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (other than the Shares"Offering") owned by 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 date representations and agreements of execution of the undersigned contained in this Lock-Up Letter Agreement or immediately prior letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the completion Offering. In consideration of the Offeringforegoing, the undersigned hereby agrees that the undersigned will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (2collectively, a "Disposition") 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 such shares of Common Stock, whether any such transaction described in clause (1) options or (2) above is warrants to be settled by delivery purchase any shares of Common Stock or other securitiesany securities convertible into or exchangeable for shares of Common Stock (collectively, 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"). The lock-up restriction described in the previous paragraph (the "TRANSFER RESTRICTIONSSecurities") shall not apply to: (a) bona fide giftsnow owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, (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 otherwise than (i) as a mergerbona fide gift or gifts, consolidation, reorganization provided the donee or sale of all or substantially all of the assets of Company donees thereof agree in which the capital stock of the Company is converted into or exchanged for cash, securitieswriting to be bound by this restriction,

Thomxx Xxxsxx Xxxtners LLC. Total................................................................ Total .............................................................. 3,000,000 ========= NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD ------------------- ----------- ------- Total ............................................................................................. 550,000 ======= 35 EXHIBIT A LOCK-UP LETTER AGREEMENT LEHMXX XXXTHERS INCBANCBOSTON ROBEXXXXX XXXPXXXX XXX. SG CXXXX XXXURITIES CORPORATION THOMXX XXXSXX XXXTNERS LLC As Representatives Lead Representative of the several Underwriters c/o Lexxxx Xxxthers Inc. Three World Financial Center New Xxxx555 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx Xxxxxxxxx, Xxxxxxxxxx 00000 Xxdies and Gentlemen: The undersigned understands that you and certain other firms you, as lead representative of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") with Netegrity, Inc. (the "Company") and certain selling stockholders providing for the purchase by you and such other firms public offering (the "UNDERWRITERSPublic Offering") by the Underwriters, including yourselves, of shares the Company's common stock, $.01 par value (the "SHARES") of Common Stock (the "COMMON STOCKStock"), 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 WebGain, Inc., no further force and effect upon a Delaware corporation (decision by BancBoston Robexxxxx Xxxpxxxx Xxx. or the "COMPANY"), and that Company not to proceed with the Underwriters propose to reoffer the Shares to the public (the "OFFERING")Public Offering. In consideration of the execution Underwriters' agreement to purchase and make the Public Offering of the Underwriting Agreement by the UnderwritersCommon Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby irrevocably agrees that, without the prior written consent of Lehmxx Xxxthers Inc., on behalf of the Underwriters, that the undersigned will not, directly or indirectly, (1) offer for sale, 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 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 or exchangeable for Common Stock (other than the Shares) owned by the undersigned a period commencing on the date of execution of this Lock-Up Letter Agreement or immediately prior to the completion of the Offering, 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 such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period of 180 hereof and continuing thereafter until 90 days after the date of the final Prospectus relating to prospectus for the Public Offering (the "PUBLIC OFFERING DATELock-Up Period"). The lock-up restriction described in the previous paragraph , offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (the each a "TRANSFER RESTRICTIONSDisposition") shall not apply to: 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) bona fide giftsas a distribution to limited partners, (b) distributions of the Common Stock to former members or current limited partners or stockholders shareholders of the undersigned, (b) by gift, will or intestacy, (c) dispositions to any trust for in the direct or indirect benefit of event the undersigned is an individual, to his or the 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) transfers to the undersigned's affiliates, as such term is defined in a private sale transaction pursuant 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 a valid private placement exemptionbe 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 context of Public Offering. The undersigned Date:____________________________, 1999 Very truly yours, ____________________________________ Name (iplease print or type) a merger, consolidation, reorganization or sale of all or substantially all of the assets of Company in which the capital stock of the Company is converted into or exchanged for cash, securities____________________________________ Signature