Common use of Xxxxxx Xxxxx Clause in Contracts

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name of Stockholder Delivering Lock-up Agreement ------------------------------------------------ EXHIBIT A Lock-Up Agreement BancBoston Xxxxxxxxx Xxxxxxxx Inc. As Lead Representative of the several Underwriters 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Ladies 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 NetSolve, Inc. (the "Company") and certain selling stockholders providing for the initial 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-1 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 Xxxxxxxxx Xxxxxxxx Inc. 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 180 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 bona fide gift or a distribution to limited partners, members or shareholders of the undersigned, provided that the donees or distributees thereof (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (b) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. 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 (i) the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with this Lock-Up Agreement. Date: , 1999 EXHIBIT B Matters to be Covered in the Opinion of Counsel for the Company

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name of Stockholder Delivering Lock-up Agreement ------------------------------------------------ EXHIBIT A Lock-Up Agreement BancBoston Xxxxx Xxxxxxxxx Xxxxxxxx Inc. Xxxx xx Xxxxxx Xxxxx X. Xxxxx Xxxxxx Xxxxxxxxx Xxx xxXxxxxxx Xxxxxx X. Xxxxx A.A. Xxxxxxxxx Xxxx Beeusaert Sch. D argenx BVBA [·], 2017 XXXXX AND COMPANY, LLC XXXXX XXXXXXX & CO. As Lead Representative Representatives of the several Underwriters c/o Cowen and Company, LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxx Xxxxxx, Xxxxx 0000 00xx Xx. Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000 Ladies and GentlemenRe: The undersigned understands that you, as lead representative of argenx N.V. — Registration Statement on Form F-1 Dear Sir or Madam: This Letter Agreement (this “Agreement”) is being delivered to you in connection with the several underwriters (the "Underwriters"), propose to enter into an proposed Underwriting Agreement (the "“Underwriting Agreement"”) among argenx N.V., a Dutch public company (together with NetSolveany successor thereto, Inc. the “Company”), and Xxxxx and Company, LLC (“Cowen”) and Xxxxx Xxxxxxx & Co. (“Piper”), as representatives (the "Company"“Representatives”) of a group of underwriters (collectively, the “Underwriters”), to be named therein, and certain selling stockholders providing for the initial other parties thereto (if any), relating to the proposed public offering of ordinary shares, nominal value €0.01 per share (the "Public Offering"“Ordinary Shares”), and/or American Depositary Shares representing a certain number of Ordinary Shares to be determined (the “ADSs” and, together with the Ordinary Shares, the “Securities”) by the Underwriters, including yourselves, of the Company's common stock. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, $.01 par value (and in light of the "Common Stock"), pursuant to a registration statement on Form S-1 to be filed with benefits that the offering of the Securities and Exchange Commission. This letter agreement shall terminate and be of no further force and effect will confer upon the undersigned in its capacity as a decision by BancBoston Xxxxxxxxx Xxxxxxxx Inc. securityholder and/or an officer, director or the Company not to proceed with the Public Offering. In consideration employee of the Underwriters' agreement to purchase and make the Public Offering of the Common StockCompany, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees with each Underwriter that, during the period beginning on the date hereof through and including the date that is the ninetieth (90th) day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, for a period commencing on without the date hereof prior written consent of Cowen and continuing thereafter until 180 days after the date of the final prospectus for the Public Offering Xxxxx, directly or indirectly, (the "Lock-Up Period")i) offer, offer to sell, assign, transfer, pledge, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect announce the intention to (each a "Disposition") any shares of Common Stockotherwise dispose of, any options or warrants Securities (including, without limitation, Securities which may be deemed to purchase any shares be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of Common Stock1933, as amended (such Securities, the “Beneficially Owned Securities,” and such act, the “Securities Act”)), or any securities convertible into or exercisable or exchangeable for shares Securities, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of Common Stock (collectivelyownership of the Beneficially Owned Securities or securities convertible into or exercisable or exchangeable for Securities, "Securities") whether 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 or (iii) engage in any short selling of the Securities or securities convertible into or exercisable or exchangeable for Securities. If the undersigned is an officer or director of the Company, (i) Cowen and Piper agree that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Securities, Cowen and Xxxxx will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by Cowen and Piper hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) as the release or waiver is effected solely to permit a bona fide gift or a distribution to limited partners, members or shareholders of transfer not for consideration and (b) the undersigned, provided that the donees or distributees thereof (as the case may be) agree transferee has agreed in writing to be bound by the same terms of described in this Lock-Up Agreement, or (b) with letter to the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction is expressly agreed to preclude extent and for the holder duration that such terms remain in effect at the time 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 undersignedtransfer. 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 (i) the sale of shares of Common Stock by the undersigned to the Underwriters The restrictions set forth in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with this Lock-Up Agreement. Date: , 1999 EXHIBIT B Matters to be Covered in the Opinion of Counsel for the Companysecond paragraph shall not apply to:

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name of Stockholder Delivering LockXxx X. Xxxx Xxxxxx X. Xxxxxxx Xxxxxxx Van Doosselaere Xxxxx Xxxxx-up Agreement ------------------------------------------------ EXHIBIT A LockXxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxx-Up Agreement BancBoston Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx X. Xxxxx Xxxx Broker Xxxx Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx International Finance Corporation IFC African, Latin American and Caribbean Fund, LP Wengen Alberta, Limited Partnership [·], 2018 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Lead Representative Representatives of the several Several Underwriters 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Ladies and GentlemenDear Sirs: The undersigned understands that you, as lead representative of As an inducement to the several underwriters (to execute the "Underwriters"), propose to enter into an Underwriting Agreement (the "“Underwriting Agreement"”) with NetSolveLaureate Education, Inc. Inc., and any successor (by merger or otherwise) thereto (the "“Company") ”), and certain selling stockholders Wengen Alberta, Limited Partnership (the “Selling Securityholder”), providing for the initial public offering (the "“Public Offering"”) of the Class A common stock (the “Securities”) of the Company (the “Offered Securities”) 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-1 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 Xxxxxxxxx Xxxxxxxx Inc. 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 acknowledgedSelling Securityholder, the undersigned hereby agrees that that, during the undersigned will not, for a period commencing on the date hereof and continuing thereafter until 180 days after the date of the final prospectus for the Public Offering specified below (the "“Lock-Up Period"”), offer to the undersigned will not offer, sell, contract to sell, pledge or otherwise sell, transfer or dispose of, loan, pledge directly or grant any rights with respect to (each a "Disposition") any shares of Common Stockindirectly, any options Securities or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable or exercisable for shares any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of Common Stock (collectivelythe economic consequences of ownership of the Securities, "Securities") now owned whether any such aforementioned transaction is to be settled by delivery of the Securities or hereafter acquired directly by such other securities, in cash or otherwise, or publicly disclose the undersigned intention to make any such offer, sale, pledge or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than (a) as a bona fide gift or a distribution to limited partnersenter into any such transaction, members swap, hedge or shareholders of the undersignedother arrangement, provided that the donees or distributees thereof (as the case may be) agree without, in writing to be bound by the terms of this Lock-Up Agreementeach case, or (b) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Credit Suisse Securities (USA) LLC, Barclays Capital Inc. The foregoing restriction is expressly agreed to preclude and BMO Capital Markets Corp. (together, the holder “Representatives”). In addition, the undersigned agrees that, without the prior written consent 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 Representatives, it will not, during the Lock-Up Period, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging make any demand for or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of exercise any right (including, without limitation, any put or call option) with respect to to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities; provided that the undersigned may make a demand under any registration rights agreement with the Company in effect on the date of the Underwriting Agreement and described in the Registration Statement for, and exercise its rights under any such registration rights agreement with respect to to, the registration after the expiration of the Lock-Up Period of shares of the Securities that does not require the filing of a registration statement or any security public announcement or activity regarding the registration during the Lock-Up Period (other than a broadand no such public announcement or activity shall be voluntarily made or taken during the Lock-based market basket or index) that includes, relates to or derives any significant part Up Period). The Lock-Up Period will commence on the date of its value from the Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit and continue and include the date 90 days after the public offering date set forth on the final prospectus used to sell the Offered Securities (ithe “Public Offering Date”) pursuant to the sale Underwriting Agreement. Any Securities received upon exercise of shares of Common Stock by options or other convertible or exchangeable securities granted or sold to the undersigned will also be subject to the Underwriters in the Public Offering or (ii) resales of shares of Common Stock this Lock-Up Agreement. Any Securities acquired by the undersigned in the Public Offering or in subsequent open-open market purchases. The undersigned hereby agrees and consents will not be subject to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with this Lock-Up Agreement. Date: ; provided that, 1999 EXHIBIT B Matters with respect to be Covered in the Opinion of Counsel for the Companyany sale or other

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name of Stockholder Delivering Lock-up Agreement ------------------------------------------------ EXHIBIT A Lock-Up Agreement BancBoston Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxx X. Xxxxx Xxxxxx Xxxxxxxxx Xxx xxXxxxxxx Xxxxxx X. Xxxxx A.A. Xxxxxxxxx Xxxx Beeusaert Xxxxx Xxxx argenx BVBA argenx US, Inc. XXXXXX XXXXXXX & CO. LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Lead Representative Representatives of the several Underwriters c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxxx XxxxxxXxxxxxxxx Xxxxxx Xxx Xxxx, Xxxxx 0000 Xxx XxxxxxxxxXxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxxxxxxxxx XX 00000 Ladies and GentlemenRe: The undersigned understands that you, as lead representative of argenx SE – Registration Statement on Form F-3 Dear Sir or Madam: This Letter Agreement (this “Agreement”) is being delivered to you in connection with the several underwriters (the "Underwriters"), propose to enter into an proposed Underwriting Agreement (the "“Underwriting Agreement"”) among argenx SE, a Dutch European public company with NetSolvelimited liability (together with any successor thereto, Inc. the “Company”), and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), Xxxxx and Company, LLC (“Cowen”) and Evercore Group L.L.C., as representatives (the "Company"“Representatives”) of a group of underwriters (collectively, the “Underwriters”), to be named therein, and certain selling stockholders providing for the initial other parties thereto (if any), relating to the proposed public offering of American Depositary Shares (the "Public Offering") by the Underwriters“ADSs”), including yourselveseach representing one ordinary share, nominal value €0.01 per share, of the Company's common stock, $.01 par value Company (the "Common Stock")“Ordinary Shares” and, pursuant to a registration statement on Form S-1 to be filed together with the Securities and Exchange Commission. This letter agreement shall terminate and be of no further force and effect upon a decision by BancBoston Xxxxxxxxx Xxxxxxxx Inc. or ADSs, the Company not to proceed with the Public Offering“Securities”). In consideration order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the Underwriters' agreement to purchase and make benefits that the Public Offering offering of the Common StockADSs will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees with each Underwriter that, during the period beginning on the date hereof through and including the date that is the ninetieth (90th) day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, for a period commencing on without the date hereof prior written consent of Xxxxxx Xxxxxxx and continuing thereafter until 180 days after the date of the final prospectus for the Public Offering Cowen, directly or indirectly, (the "Lock-Up Period")i) offer, offer to sell, assign, transfer, pledge, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect announce the intention to (each a "Disposition") any shares of Common Stockotherwise dispose of, any options or warrants Securities (including, without limitation, Securities which may be deemed to purchase any shares be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of Common Stock1933, as amended (such Securities, the “Beneficially Owned Securities,” and such act, the “Securities Act”)), or any securities convertible into or exercisable or exchangeable for shares Securities, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of Common Stock (collectivelyownership of the Beneficially Owned Securities or securities convertible into or exercisable or exchangeable for Securities, "Securities") whether 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 bona fide gift or a distribution to limited partners, members or shareholders of the undersigned, provided that the donees or distributees thereof (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (biii) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction is expressly agreed to preclude the holder engage in any short selling of the Securities from engaging in any hedging or other transaction that is designed to securities convertible into or reasonably expected to lead to exercisable 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 exchangeable for Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit (i) the sale of shares of Common Stock by the undersigned to the Underwriters The restrictions set forth in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with this Lock-Up Agreement. Date: , 1999 EXHIBIT B Matters to be Covered in the Opinion of Counsel for the Companysecond paragraph shall not apply to:

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name of Stockholder Delivering LockXxx X. Xxxx Xxxxxx X. Xxxxxxx Xxxxx Xxxxx-up Agreement ------------------------------------------------ EXHIBIT A LockXxxxxxx Xxxx-Up Agreement BancBoston Xxxxxxxxx Xxxxxxx Charhon Xxxxxxx X. Xxxxx Xxxx Xxxx Xxxxxxx Xxxxxxxx Inc. Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Wengen Alberta, Limited Partnership BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Lead Representative of the several Several Underwriters 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as lead representative of As an inducement to the several underwriters (to execute the "Underwriters"), propose to enter into an Underwriting Agreement (the "“Underwriting Agreement"”) with NetSolveLaureate Education, Inc. Inc., and any successor (by merger or otherwise) thereto (the "“Company") ”), and certain selling stockholders Wengen Alberta, Limited Partnership (the “Selling Securityholder”), providing for the initial public offering (the "“Public Offering"”) of the Class A common stock (the “Securities”) of the Company (the “Offered Securities”) 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-1 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 Xxxxxxxxx Xxxxxxxx Inc. 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 acknowledgedSelling Securityholder, the undersigned hereby agrees that that, during the undersigned will not, for a period commencing on the date hereof and continuing thereafter until 180 days after the date of the final prospectus for the Public Offering specified below (the "“Lock-Up Period"”), offer to the undersigned will not offer, sell, contract to sell, pledge or otherwise sell, transfer or dispose of, loan, pledge directly or grant any rights with respect to (each a "Disposition") any shares of Common Stockindirectly, any options Securities or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable or exercisable for shares any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of Common Stock (collectivelythe economic consequences of ownership of the Securities, "Securities") now owned whether any such aforementioned transaction is to be settled by delivery of the Securities or hereafter acquired directly by such other securities, in cash or otherwise, or publicly disclose the undersigned intention to make any such offer, sale, pledge or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than (a) as a bona fide gift or a distribution to limited partnersenter into any such transaction, members swap, hedge or shareholders of the undersignedother arrangement, provided that the donees or distributees thereof (as the case may be) agree without, in writing to be bound by the terms of this Lock-Up Agreementeach case, or (b) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction is expressly agreed to preclude BMO Capital Markets Corp. (the holder “Representative”). In addition, the undersigned agrees that, without the prior written consent 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 Representative, it will not, during the Lock-Up Period, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging make any demand for or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of exercise any right (including, without limitation, any put or call option) with respect to to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities; provided that the undersigned may make a demand under any registration rights agreement with the Company in effect on the date of the Underwriting Agreement and described in the Registration Statement for, and exercise its rights under any such registration rights agreement with respect to to, the registration after the expiration of the Lock-Up Period of shares of the Securities that does not require the filing of a registration statement or any security public announcement or activity regarding the registration during the Lock-Up Period (other than a broadand no such public announcement or activity shall be voluntarily made or taken during the Lock-based market basket or index) that includes, relates to or derives any significant part Up Period). The Lock-Up Period will commence on the date of its value from the Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit and continue and include the date 60 days after the public offering date set forth on the final prospectus used to sell the Offered Securities (ithe “Public Offering Date”) the sale of shares of Common Stock by the undersigned pursuant to the Underwriters in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with this Lock-Up Underwriting Agreement. Date: , 1999 EXHIBIT B Matters to be Covered in the Opinion of Counsel for the Company.

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name Managing Director, Head, Debt Investor Relations and Ratings 0 Xxxxxxxxxx Xxxxxx London EC2V 5DD United Kingdom Tel: +00 (0) 0000 000 000 Director, Group Media Relations 0 Xxxxxxxxxx Xxxxxx London EC2V 5DD United Kingdom Tel: +00 (0) 0000 000 000 Hong Kong, 13 September 2024 As at the date of Stockholder Delivering Lockthis announcement, the Board of Directors of Standard Chartered PLC comprises: Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, CBE and Xxxxx Xx Xxxxxx Xxxxxxx Xxxxxxxxx Xxxx; Xxxxx Xxxxxxxxx Xxxxxx; Xxxxxxxxxx Xxxx; Xxxxx Xxxxxx Xxxxxxx; Xxxxx Xxx Xxxxxxx, CBE; Xxxxx xx Xxxxxxxxx das Xxxxx Calha Xxxxx (Senior Independent Director); Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxx; and Xxxxx Xx-up Agreement ------------------------------------------------ EXHIBIT A Lock-Up Agreement BancBoston Xxxxxxxxx Xxxxxxxx Inc. As Lead Representative Xxxxxx Xxxx, CBE. This announcement does not constitute an offer of, or an invitation by or on behalf of the several Underwriters 000 Xxxxxxxxxx XxxxxxCompany or the Joint Bookrunners to subscribe for, Xxxxx 0000 Xxx Xxxxxxxxxor purchase, Xxxxxxxxxx 00000 Ladies the Securities. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and Gentlemen: sale of the Securities may be restricted by law in certain jurisdictions. The undersigned understands that youSecurities and any Ordinary Shares which may be delivered upon Conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as lead representative of the several underwriters amended (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting AgreementSecurities Act") or with NetSolve, Inc. (the "Company") and certain selling stockholders providing for the initial public offering (the "Public Offering") by the Underwriters, including yourselves, any securities regulatory authority of any state or other jurisdiction of the Company's common stockUnited States. Subject to certain exceptions, $.01 par value (the "Common Stock"), pursuant to a registration statement on Form S-1 to be filed with the Securities and Exchange Commissionany Ordinary Shares which may be delivered upon Conversion of the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This letter agreement shall terminate and be of no further force and effect upon The Securities are complex financial instruments. They are not a decision by BancBoston Xxxxxxxxx Xxxxxxxx Inc. suitable or the Company not to proceed with the Public Offeringappropriate investment for all investors, especially retail investors. In consideration of the Underwriters' agreement to purchase and make the Public Offering of the Common Stocksome jurisdictions, and for other good and valuable considerationregulatory authorities have adopted or published laws, 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 180 days after the date of the final prospectus for the Public Offering (the "Lock-Up Period"), offer to sell, contract to sell, regulations or otherwise sell, dispose of, loan, pledge or grant any rights guidance with respect to (each a "Disposition") any shares the offer or sale of Common Stocksecurities such as the Securities. Potential investors in the Securities should inform themselves of, and comply with, any options applicable laws, regulations 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 bona fide gift or a distribution to limited partners, members or shareholders of the undersigned, provided that the donees or distributees thereof (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (b) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. 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) regulatory guidance 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 (i) the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer resale of the Securities held by (or any beneficial interests therein). Restrictions on marketing and sales to retail investors – Pursuant to the undersigned except in compliance with this Lock-Up Agreement. Date: , 1999 EXHIBIT B Matters United Kingdom ("UK") Financial Conduct Authority (the "FCA") Conduct of Business Sourcebook (the "COBS") the Securities are not intended to be Covered offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in the Opinion of Counsel for COBS 3.4) in the CompanyUK.

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name EXHIBIT A List of Stockholder Securityholders Delivering Lock-up Agreement ------------------------------------------------ Agreements ----------------------------------------------------- EXHIBIT A B Lock-Up Agreement BancBoston Xxxxxxxxx Xxxxxxxx Inc. As Lead Representative of the several Underwriters 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Ladies 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 NetSolve, Inc. (the "Company") and certain selling stockholders providing for the initial 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-1 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 Xxxxxxxxx Xxxxxxxx Inc. 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 180 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 bona fide gift or a distribution to limited partners, members or shareholders of the undersigned, provided that the donees or distributees thereof (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (b) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. 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 (i) the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with this Lock-Up Agreement. Date: , 1999 EXHIBIT B C Matters to be Covered in the Opinion of Counsel for the Company

Xxxxxx Xxxxx. 8,500 ------------ Total....................................................... 170,000 ============ SCHEDULE C Name Managing Director, Head, Debt Investor Relations and Ratings 0 Xxxxxxxxxx Xxxxxx London EC2V 5DD United Kingdom Tel: +00 (0) 0000 000 000 Director, Group Media Relations 0 Xxxxxxxxxx Xxxxxx London EC2V 5DD United Kingdom Tel: +00 (0) 0000 000 000 Hong Kong, 29 February 2024 As at the date of Stockholder Delivering Lockthis announcement, the Board of Directors of Standard Chartered PLC comprises: Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, CBE and Xxxxx Xx Xxxxxx Xxxxxxx Xxxxxxxxx Xxxx; Xxxxx Xxxxxxxxx Xxxxxx; Xxx Xxxx Xxxxx, CBE; Xxxxxxxxxx Xxxx; Xxxxx Xxx Xxxxxxx, CBE; Xxxxx xx Xxxxxxxxx das Xxxxx Calha Xxxxx (Senior Independent Director); Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxx; Xxxxxxx Xxxx and Xxxxx Xx-up Agreement ------------------------------------------------ EXHIBIT A Lock-Up Agreement BancBoston Xxxxxxxxx Xxxxxxxx Inc. As Lead Representative Xxxxxx Xxxx, CBE This announcement does not constitute an offer of, or an invitation by or on behalf of the several Underwriters 000 Xxxxxxxxxx XxxxxxCompany or the Managers to subscribe for, Xxxxx 0000 Xxx Xxxxxxxxxor purchase, Xxxxxxxxxx 00000 Ladies the Securities. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and Gentlemen: sale of the Securities may be restricted by law in certain jurisdictions. The undersigned understands that youSecurities and any Ordinary Shares which may be delivered upon Conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as lead representative of the several underwriters amended (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting AgreementSecurities Act") or with NetSolve, Inc. (the "Company") and certain selling stockholders providing for the initial public offering (the "Public Offering") by the Underwriters, including yourselves, any securities regulatory authority of any state or other jurisdiction of the Company's common stockUnited States, $.01 par value (the "Common Stock"), pursuant to a registration statement on Form S-1 to be filed with and the Securities and Exchange Commissionany Ordinary Shares which may be delivered upon Conversion of the Securities are subject to U.S. tax law requirements. This letter agreement shall terminate Subject to certain exceptions, the Securities and any Ordinary Shares which may be delivered upon Conversion of no further force and effect upon the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Securities are complex financial instruments. They are not a decision by BancBoston Xxxxxxxxx Xxxxxxxx Inc. suitable or the Company not to proceed with the Public Offeringappropriate investment for all investors, especially retail investors. In consideration of the Underwriters' agreement to purchase and make the Public Offering of the Common Stocksome jurisdictions, and for other good and valuable considerationregulatory authorities have adopted or published laws, 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 180 days after the date of the final prospectus for the Public Offering (the "Lock-Up Period"), offer to sell, contract to sell, regulations or otherwise sell, dispose of, loan, pledge or grant any rights guidance with respect to (each a "Disposition") any shares the offer or sale of Common Stocksecurities such as the Securities. Potential investors in the Securities should inform themselves of, and comply with, any options applicable laws, regulations 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 bona fide gift or a distribution to limited partners, members or shareholders of the undersigned, provided that the donees or distributees thereof (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (b) with the prior written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc. 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) regulatory guidance 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 (i) the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering or (ii) resales of shares of Common Stock acquired by the undersigned in the Public Offering or in subsequent open-market purchases. The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer resale of the Securities held by (or any beneficial interests therein). Restrictions on Marketing and Sales to UK Retail Investors – Pursuant to the undersigned except in compliance with this Lock-Up Agreement. Date: , 1999 EXHIBIT B Matters United Kingdom ("UK") Financial Conduct Authority (the "FCA") Conduct of Business Sourcebook (the "COBS") the Securities are not intended to be Covered offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in the Opinion of Counsel for COBS 3.4) in the CompanyUK.