Common use of Total Clause in Contracts

Total. $ -------- -------- EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Dear Sirs: The undersigned hereby agrees to purchase from Polaroid Corporation, a Delaware corporation ("Company"), and the Company hereby agrees to sell to the undersigned, $ principal amount of the Company's above-captioned securities ("Securities"), offered by the Company's prospectus dated , 1999, as supplemented by the prospectus supplement dated , 1999 (collectively, the "Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from , 1999 to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery of the Securities to be purchased by the undersigned shall be made on , 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ Name: Title: Address: Accepted as of , 199 . POLAROID CORPORATION

Total. $ -------- -------- Any notice by the Company to the Underwriter(s) pursuant to this Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication addressed to: ___________________________. The Company acknowledges that the statements set forth in the last paragraph of the cover page and in the ________________ paragraph[s] under the caption “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for use in the Registration Statement relating to the Securities as originally filed or in any amendment thereof, any related Preliminary Prospectus or the Final Prospectus or in any amendment thereof or supplement thereto, as the case may be. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Acting on behalf of themselves and as the Representatives of the several Underwriters By________________________________ Accepted: BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT A $ POLAROID B BOSTON SCIENTIFIC CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES Debt Securities DELAYED DELIVERY CONTRACT ___________ __, ______ Boston Scientific Corporation c/o [DATEName and address of Representatives] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Dear Sirs: The undersigned hereby agrees agree to purchase from Polaroid Corporation, a Delaware corporation Boston Scientific Corporation ("the “Company"”), and the Company hereby agrees to sell to the undersignedundersigned on __________ __, $ ____ (the “Delivery Date”), principal amount of the Company's above-captioned securities ’s Debt Securities due ___________ __, ____ ("the “Securities"”), offered by the Company's prospectus ’s Basic Prospectus dated , 1999____, as supplemented by the prospectus supplement its Final Prospectus dated ___________ __, 1999 (collectively, the "Prospectus")____, receipt of a copy of which is hereby acknowledged, at a purchase price of ____% of the principal amount thereof thereof, plus accrued interest from ____, 1999 to the Delivery Date (as defined in the next paragraph) Date, and on the further terms and conditions set forth in this Contractthe contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or by wire transfer in same day funds, on the Delivery Date, upon delivery to the undersigned at the office of [name and delivery address of Representatives], of the Securities to be purchased by the undersigned shall be made on , 1999 , herein called in definitive form and in such denominations and registered in such names as the "undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date." At 10:00 A.M., New York time, . The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date, Date shall be subject only to the conditions that (1) the purchase of Securities to be purchased made by the undersigned hereunder will shall not on the Delivery Date be delivered by prohibited under the Company laws of the jurisdiction to the undersigned, and which the undersigned will accept delivery of such Securities is subject and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of (2) the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company ___________ __, ____, shall have sold to the Underwriters named of the Securities (the “Underwriters”) such principal amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated ___________ __, ____ between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Prospectus Securities is not, as of the Immediate Delivery Underwritten Securities (as defined in date hereof, prohibited under the Underwriting Agreement referred laws of any jurisdiction to in which the Prospectus) undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the Company shall have mailed will mail or delivered deliver to the undersigned at its address set forth below a notice to that such effect, stating the date of the occurrence thereof, accompanied by copies a copy of the opinion of counsel for the Company delivered to such the Underwriters pursuant in connection therewith. By the execution hereof, the undersigned represents and warrants to Paragraph 10(f) the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Underwriting Agreement. The obligation Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws in accordance with its terms. [Name of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ NamePurchaser] By________________________________ Accepted: Title: Address: Accepted as of , 199 . POLAROID CORPORATIONBOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT C FORM OF OPINION OF SHEARMAN & STERLING LLP

Total. $ -------- -------- ============== ============== EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLEFORM OF OPINION OF XXXXXXX XXXXXXX & XXXXXXXX LLP] EXHIBIT B [SENIORFORM OF OPINION OF WALKERS] EXHIBIT C (FORM OF OPINION OF EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY] EXHIBIT D [SUBORDINATEDFORM OF OPINION OF XXXXXXXX & XXXXX LLP] DEBT SECURITIES DELAYED DELIVERY CONTRACT EXHIBIT E [DATEFORM OF OPINION OF XXXXXX AND CALDER] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx XxxxxxxxxEXHIBIT F [FORM OF OPINION OF XXXXX & XXXXXXXX] EXHIBIT G [FORM OF OPINION OF XXXXX XXXX & XXXXXXXX] EXHIBIT H FORM OF LOCK-UP AGREEMENT ________ , Xxxxxxxxxxxxx 00000 2005 [Name & address of Underwriter] Dear SirsSirs and Mesdames: The undersigned hereby agrees understands that ___ proposes to purchase from Polaroid enter into an Underwriting Agreement (the "Underwriting Agreement") with Celanese Corporation, a Delaware corporation (the "Company" and certain stockholders of the Company (the "Selling Stockholders"), and providing for the Company hereby agrees to sell to public offering (the undersigned"Public Offering") by the several Underwriters, $ principal amount of including ____ (the Company's above-captioned securities ("SecuritiesUnderwriters"), offered of shares (the "Common Shares") of the Series A Common Stock, par value $.0001 per share of the Company (the "Common Stock") to be sold by the Company's Selling Stockholders identified in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of ______ on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus dated , 1999, as supplemented by relating to the prospectus supplement dated , 1999 Public Offering (collectively, the "Prospectus"), receipt (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of a copy of which is hereby acknowledgedCommon Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, at a purchase price of % in whole or in part, any of the principal amount thereof plus accrued interest from economic consequences of ownership of the Common Stock, 1999 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. The foregoing sentence shall not apply to (A) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Delivery Date (as defined in Selling Stockholders, provided that the next paragraph) and on recipients of such Common Stock agree to be bound by the further terms and conditions set forth restrictions described in this Contract. Payment Lock-Up Agreement for and delivery the remainder of the Securities 90-day period, (B) transfers of shares of Common Stock by directors and executive officers of the Company (i) as a bona fide gift or gifts, (ii) by will or intestacy, (iii) to be purchased by any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned shall be made on , 1999 , herein called or the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to immediate family of the undersigned, and the undersigned will accept delivery of provided that any such Securities and will make payment transfer shall not involve a disposition for value, (iv) to the Company of the purchase price therefora spouse, at the office of . Payment will be certified former spouse, child or official bank check payable in next-day funds settled through the New York Clearing House other dependent pursuant to a domestic relations order or upon the an order of the Company. This Contract will terminate and be a court of no further force and effect after competent jurisdiction, 1999, unless (iv) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ Name: Title: Address: Accepted as of , 199 . POLAROID CORPORATIONnominee or

Total. $ -------- -------- EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx XxxxxxxxxSubject to the terms and conditions set forth or incorporated by reference herein, Xxxxxxxxxxxxx 00000 Dear Sirs: The undersigned hereby agrees to purchase from Polaroid Corporation, a Delaware corporation ("Company"), and the Company hereby agrees to sell to the undersignedUnderwriters the Additional Securities, $ principal amount and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to the number of Additional Securities set forth below at the Purchase Price [plus accrued dividends, if any, from [ ] to the date of payment and delivery]. Additional Securities may be purchased as provided herein solely for the purpose of covering over-allotments made in connection with the offering of the Company's above-captioned securities Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities ("Securities"), offered by subject to such adjustments to eliminate fractional Offered Securities as you may determine) that bears the Company's prospectus dated , 1999, as supplemented by the prospectus supplement dated , 1999 (collectively, the "Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from , 1999 same proportion to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery total number of the Additional Securities to be purchased as the amount of Firm Securities set forth opposite the name of such Underwriter above bears to the total amount of Firm Securities. For purposes of the Underwriting Agreement, Applicable Time means [ ] (New York time) on the date hereof. The Underwriters will pay for the Firm Securities upon delivery thereof at the offices of Dxxxx Xxxx & Wxxxxxxx, 1000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx at 10:00 a.m. (New York time) on [ ], or at such other time, not later than 5:00 p.m. (New York time) on [ ], as shall be designated in writing by the undersigned Underwriters and the Company. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Securities shall be made on , 1999 , herein called at the "Delivery Date." At offices referred to above at 10:00 A.M., a.m. (New York time), on such date (which may be the Delivery Date, same as the Securities to Closing Date but shall in no event be purchased by earlier than the undersigned hereunder will Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment designated in a written notice from us to the Company of the purchase price thereforour determination, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order on behalf of the CompanyUnderwriters, to purchase an amount, specified in said notice, of Additional Securities, as shall be designated in writing by us. This Contract will terminate The time and be date of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement payment are hereinafter referred to in as the Prospectus) “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Securities and of the Company shall have mailed or delivered to the undersigned Option Closing Date may be given at its address set forth below a notice to that effect, stating any time within 30 days after the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation Offered Securities shall have the terms set forth in the Prospectus dated [ ], 2006, and the Prospectus Supplement dated [ ], including the following: Terms of Offered Securities Securities: Aggregate Number of Firm Securities: Aggregate Number of Additional Securities: Redemption Provisions: Conversion Provisions: Exchange Provisions: Lock-Up Securities: Lock-Up Period: Additional Provisions: [If depositary shares are offered, list beneficial ownership of preferred stock that each depositary share represents and list Deposit Agreement.] Capitalized terms used above and not defined herein shall have the undersigned meanings set forth in the Prospectus and Prospectus Supplement referred to accept delivery above. All communications hereunder shall be in writing and make payment for the Securities on the Delivery Date will be subject effective only upon receipt and (a) if to the condition that the Securities Underwriters, shall notbe delivered, on the Delivery Datemailed or sent via facsimile in care of [ ], be an investment prohibited by the laws of the jurisdiction to which the undersigned is subjectfacsimile number [ ], the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract Attention: [ ], or (as defined in said Underwriting Agreementb) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable if to the Company, it is requested shall be delivered, mailed or sent via facsimile to 1000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company sign with respect to the form offering of acceptance below and mail or deliver one Offered Securities contemplated hereby (including in connection with determining the terms of the counterparts hereof offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the undersigned at offering of Offered Securities contemplated hereby. The Company shall consult with its address own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth below, all provisions contained in the document entitled Comcast Corporation Underwriting Agreement Standard Provisions (Preferred Stock, Depositary Shares, Common Stock) dated [ ], (the “Standard Provisions”), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. This will become Please confirm your agreement by having an authorized officer sign a binding contract between copy of this Agreement in the Company and the undersigned when such counterpart is so mailed or deliveredspace set forth below. Very truly yours, [Name of Lead Managers] On behalf of themselves and the other Underwriters named herein By ------------------------------ [ ] By: Name: Title: AddressAccepted: Accepted as of , 199 . POLAROID CORPORATIONCOMCAST CORPORATION By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS

Total. $ -------- -------- =========== EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT _________________, 2000 X.X. XXXXXX SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx XxxxxxxxxINC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, Xxxxxxxxxxxxx L.L.C. As Representatives of the Underwriters named in Schedule I to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Dear SirsRe: IntraLinks, Inc. -- Public Offering Ladies and Gentlemen: The undersigned hereby agrees understands that you, as Representatives of the several Underwriters, propose to purchase from Polaroid Corporationenter into an Underwriting Agreement (the "Underwriting Agreement") with IntraLinks, Inc., a Delaware corporation (the "Company"), and providing for the public offering (the "Public Offering") by the several Underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), of common stock of the Company hereby agrees to sell to (the undersigned, $ principal amount of the Company's above-captioned securities ("Securities"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, offered by and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company's prospectus dated undersigned hereby agrees that, 1999without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, as supplemented by the undersigned will not, during the period ending 180 days after the date of the prospectus supplement dated , 1999 relating to the Public Offering (collectively, the "Prospectus"), receipt (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $.01 per share par value, of the Company (the "Common Stock") or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a copy of which is hereby acknowledgedstock option or warrant) or (2) enter into any swap or other agreement that transfers, at a purchase price of % in whole or in part, any of the principal amount thereof plus accrued interest from economic consequences of ownership of the Common Stock, 1999 whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (1) transfers of shares of Common Stock made by reason of the death of any individual (a) to the Delivery Date decedent's estate or personal representative, (as defined b) pursuant to the decedent's last Will and Testament, or (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, the next paragraphundersigned agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter 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 Company notifies you in writing that it does not intend to proceed with the Public Offering, or if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) and on the further terms and conditions set forth in this Contract. Payment shall terminate or be terminated prior to payment for and delivery of the Securities Common Stock to be purchased by sold thereunder, the undersigned shall be made on , 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the released from all obligations under this Letter Agreement. The undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to understands that the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in are entering into the Underwriting Agreement referred to and proceeding with the Public Offering in reliance upon this Letter Agreement. Whether or not the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below Public Offering actually occurs depends on a notice to that effectnumber of factors, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters including market conditions. Any Public Offering will only be made pursuant to Paragraph 10(f) of the an Underwriting Agreement. The obligation , the terms of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be which are subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract negotiation between the Company and the undersigned when such counterpart is so mailed or deliveredUnderwriters. This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By ------------------------------ --------------------------------- By: ----------------------------- Name: Title: Address: Accepted as of , 199 . POLAROID CORPORATION:

Total. $ -------- -------- 7,200,000 =============== EXHIBIT A $ POLAROID CORPORATION __ [CONVERTIBLELetterhead of officer or director of the Company] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx XxxxxxxxxXxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, Xxxxxxxxxxxxx c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsLadies and Gentlemen: The undersigned hereby agrees This letter is being delivered to purchase from Polaroid Corporationyou in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, a Delaware Cayman Islands corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the Company hereby agrees to sell to the undersigned"Ordinary Shares"), $ principal amount of the Company's above-captioned securities ("Securities"), offered by . In order to induce you and the Company's prospectus dated , 1999, as supplemented by other U.S. Underwriters to enter into the prospectus supplement dated , 1999 (collectivelyUnderwriting Agreement, the "Prospectus")undersigned will not, receipt without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a copy security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of which is hereby acknowledged, at a purchase price Ordinary Shares disposed of % of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the principal amount thereof plus accrued interest from , 1999 Underwriting Agreement shall be terminated prior to the Delivery Closing Date (as defined in the next paragraph) and on Underwriting Agreement), the further terms and conditions agreement set forth in this Contractabove shall likewise be terminated. Payment for Yours very truly, [Signature of officer or director] [Name and delivery address of the Securities to be purchased by the undersigned shall be made on , 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified officer or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ Name: Title: Address: Accepted as of , 199 . POLAROID CORPORATIONdirector]

Total. $ -------- -------- $____________ EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx XxxxxxxxxINDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into between NationsCredit Commercial Corporation of America, Xxxxxxxxxxxxx 00000 Dear Sirs: a North Carolina corporation ("NationsCredit"), and NationsBanc Capital Markets, Inc., in its individual capacity and as representative of the underwriters identified on Schedule I hereto (collectively, the "Underwriters"), dated as of May __, 1997. The undersigned hereby agrees to purchase from Polaroid Underwriters and NationsCredit Securitization Corporation, a Delaware corporation (the "Company"), and have entered into an Underwriting Agreement (the Company hereby agrees to sell to the undersigned, $ principal amount of the Company's above-captioned securities ("SecuritiesUnderwriting Agreement"), offered by dated as of May __, 1997, providing for the Company's prospectus dated , 1999, as supplemented by the prospectus supplement dated , 1999 (collectively, the "Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from , 1999 to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery of the Securities to be purchased by the undersigned shall be made on , 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered sale by the Company to the undersignedUnderwriters of the ___% Marine Receivable-Backed Certificates (the "Certificates") of the NationsCredit Grantor Trust 1997-1 (the "Trust"). The Certificates represent beneficial interests in a pool of marine retail installment sale contracts secured by new and used boats, boat motors and boat trailers (the undersigned will accept delivery of such Securities and will make payment "Receivables"), sold by NationsCredit to the Company pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of April 30, 1997, and certain monies received under the Simple Interest Receivables and certain monies due under the Precomputed Receivables, in each case, on or after May 1, 1997, security interests in the boats and marine equipment financed thereby, an irrevocable surety bond, limited in amount, covering certain payments under the Receivables (the "Surety Bond"), issued by Capital Markets Assurance Corporation (the "Surety Bond Issuer"), such amounts as from time to time may be held in one or more trust accounts which will be established and maintained by the Servicer pursuant to the Pooling and Servicing Agreement, the fights of the purchase price thereforCompany under that certain Purchase Agreement dated as of April 30, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract 1997 between the Company and the undersigned when such counterpart is so mailed or deliveredServicer, the proceeds from any recourse rights of the Servicer against any seller of new and used boats, boat motors and boat trailers financed by the Receivables (a "Dealer") pursuant to any agreement with a Dealer, the right to proceeds from claims on physical damage, credit life and disability insurance policies relating to the Receivables, and any property that shall have secured a Receivable and that shall have been acquired by the Trustee. Very truly yoursThe Certificates will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), By ------------------------------ Name: Title: Address: Accepted dated as of April 30, 199 1997, among the Company as Depositor, NationsCredit as Servicer and Bankers Trust Company as Trustee. POLAROID CORPORATIONThis Indemnification Agreement is being entered into by the parties hereto as a condition to the execution of Underwriting Agreement and to induce the Underwriters to execute the same. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement.

Total. $ -------- -------- EXHIBIT A $ POLAROID CORPORATION The Underwriters will pay for the Offered Securities upon delivery thereof in book entry form through the facilities of The Depositary Trust Company (“DTC”) at __:__ [CONVERTIBLEa.m][p.m.] (New York City time) on _________, 20__, or at such other time, not later than __:__ [SENIORa.m][p.m.] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx Xxxxxxxxx(New York City time) on _________, Xxxxxxxxxxxxx 00000 Dear Sirs: 20__ as shall be designated by the Lead Managers. The undersigned hereby agrees Offered Securities will be represented by one or more fully registered global notes deposited on behalf of DTC and registered in the name of DTC or its nominee. The time and date of such payment and delivery are hereinafter referred to purchase from Polaroid Corporationas the Closing Date. The Offered Securities shall have the terms set forth in the Basic Prospectus dated _________, a Delaware corporation ("Company"), 20__ and the Company hereby agrees to sell to Prospectus Supplement dated _________, 20__, including the undersignedfollowing: Terms of Offered Securities Maturity Date: _________, $ principal amount 20__ Interest Rate: ____ percent Interest Payment Dates: ______ and _____ of each year, commencing _________, 20__ Form and Denomination: Denominations of $_____ and multiples thereof [Other Terms:] All provisions contained in the Company's above-captioned securities document entitled Landwirtschaftliche Rentenbank Underwriting Agreement Standard Provisions ("Securities")the “Standard Provisions”) dated _________, offered by the Company's prospectus dated 20__, 1999, as supplemented by the prospectus supplement dated , 1999 (collectively, the "Prospectus"), receipt of a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein, except as modified hereby acknowledgedand except that (i) if any term defined in such document is otherwise defined herein, at the definition set forth herein shall control, (ii) all references in such document to a purchase price type of % security that is not an Offered Security shall not be deemed to be a part of this Underwriting Agreement, (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Underwriting Agreement, (iv) each of the representations and warranties set forth in the Standard Provisions (other than the representations and warranties set forth in Section 1(f) of the Standard Provisions) shall be deemed to have been made at and as of the Time of First Sale and (v) each of the representations and warranties set forth in the Standard Provisions shall be deemed to have been made at and as of the date of this Underwriting Agreement. The Bank acknowledges and agrees that (i) the purchase and sale of the Offered Securities pursuant to this Underwriting Agreement is an arm’s-length commercial transaction between the Bank, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal amount thereof plus accrued interest from and not the agent or fiduciary of the Bank, 1999 (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Bank with respect to the Delivery Date offering contemplated hereby or the process leading thereto (as defined in irrespective of whether such Underwriter has advised or is currently advising the next paragraphBank on other matters) and on or any other obligation to the further terms and conditions Bank except the obligations expressly set forth in this ContractUnderwriting Agreement and (iv) the Bank has consulted its own legal and financial advisors to the extent it deemed appropriate. Payment for and delivery The Bank agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Bank, in connection with such transaction or the process leading thereto. The Underwriters agree among themselves that the IPMA Agreement Among Managers New York Version 1 shall apply as to the Underwriters, except that Clause 3 thereof shall be replaced by section 9 of the Securities to be purchased by the undersigned shall be made on , 1999 , herein called the "Delivery DateStandard Provisions." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ Name: Title: Address: Accepted as of , 199 . POLAROID CORPORATION

Total. $ -------- -------- (1) The Underwriters may purchase up to an additional [ — ] Option Shares, to the extent the option described in Section 3(b) of the Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE III Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V List of Individuals and Entities Executing Lock-Up Agreements EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION Form of Lock-Up Agreement , 2012 Xxxxx Xxxxxxx & Co. Xxxxxxxx Inc. As representatives of the underwriters named in Schedule II to the Purchase Agreement referred to below c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx Xxxxxxxxx000 Xxxxxxxxxxx, Xxxxxxxxxxxxx XX 00000 c/o Stephens Inc. 000 Xxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000 Dear Sirs: The As an inducement to the underwriters (the “Underwriters”) to execute a purchase agreement (the “Purchase Agreement”) providing for a public offering (the “Offering”) of common stock (the “Common Stock”), of Conn’s, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees to purchase from Polaroid Corporationthat without, a Delaware corporation in each case, the prior written consent of Xxxxx Xxxxxxx & Co. ("Company"“Xxxxx Xxxxxxx”) and Xxxxxxxx Inc. (the “Representatives”) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), and the Company hereby agrees undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the undersignedright to receive Common Stock (including without limitation, $ principal amount of the Company's above-captioned securities ("Securities"), offered Common Stock which may be deemed to be beneficially owned by the Company's prospectus dated , 1999, as supplemented by undersigned in accordance with the prospectus supplement dated , 1999 (collectively, the "Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof plus accrued interest from , 1999 to the Delivery Date (as defined in the next paragraph) rules and on the further terms and conditions set forth in this Contract. Payment for and delivery regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be purchased settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned shall from engaging in any hedging or other transaction which is designed to or which reasonably could be made on expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, 1999 sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, herein called the "Delivery Date." At 10:00 A.M.relates to, New York time, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the Delivery Date, date of this Agreement and continue and include the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect date 90 days after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereoffinal prospectus used to sell Common Stock in the Offering pursuant to the Purchase Agreement, accompanied by copies to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the opinion of counsel for initial Lock-Up Period, the Company delivered releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such Underwriters earnings results or material news, or the occurrence of such material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Purchase Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to Paragraph 10(f) of the Underwriting Agreementprevious paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The obligation of the undersigned further agrees that, prior to accept delivery and make payment for the Securities on the Delivery Date will be engaging in any transaction or taking any other action that is subject to the condition that terms of this Agreement during the Securities shall not, on period from the Delivery Date, be an investment prohibited by date of this Agreement to and including the laws 34th day following the expiration of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a firstinitial Lock-come, first-served basis. If this Contract is acceptable to the CompanyUp Period, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof will give notice thereof to the undersigned at its address set forth below. This will become a binding contract between the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ Name: Title: Address: Accepted Company that the Lock-Up Period (as of , 199 . POLAROID CORPORATIONmay have been extended pursuant to the previous paragraph) has expired.

Total. $ -------- -------- (1) The Underwriters may purchase up to an additional [ — ] Option Shares, to the extent the option described in Section 3(b) of the Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE II List of Individuals and Entities Executing Lock-Up Agreements Officers Non-Employee Directors Significant Stockholders SCHEDULE III Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V Written Testing-the-Waters Communications EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION Form of Lock-Up Agreement Lock-Up Agreement ______________, 2015 Xxxxx Xxxxxxx & Co. Xxxxxx, Xxxxxxxx & Company, Incorporated As representatives of the underwriters named in Schedule II to the Underwriting Agreement referred to below c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx Xxxxxxxxx000 Xxxxxxxxxxx, Xxxxxxxxxxxxx XX 00000 Dear Sirs: The As an inducement to the underwriters (the “Underwriters”) to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of common stock (the “Common Stock”), of Gelesis, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees to purchase from Polaroid Corporationthat without, a Delaware corporation in each case, the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated ("Company"the “Representatives”) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock, including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company hereby agrees to sell Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, whether now owned or hereafter acquired (collectively, the “Securities” and with respect to the undersigned, $ principal amount the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the date of the final prospectus used to sell Common Stock in the Offering pursuant to the Underwriting Agreement, to which you are or expect to become parties. If the undersigned is an officer or director of the Company's above-captioned securities , ("Securities")i) each of the Representatives agrees that, offered at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives 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 issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Company's prospectus dated Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, 1999, as supplemented and (b) the transferee has agreed in writing to be bound by the prospectus supplement dated same terms described in this letter that are applicable to the transferor, 1999 (collectivelyto the extent and for the duration that such terms remain in effect at the time of the transfer. If the undersigned is an officer or a director of the Company, or a beneficial owner of 5% or more of the Company’s capital stock as of immediately prior to the closing of the Offering, the "Prospectus")undersigned further agrees that the foregoing provision shall be equally applicable to any issuer directed Common Stock that the undersigned may purchase in the offering. Notwithstanding the foregoing, receipt of the undersigned may transfer the Undersigned’s Securities (i) as a copy of which is hereby acknowledgedbona fide gift or gifts, at a purchase price of % (ii) to any trust for the direct or indirect benefit of the principal amount thereof plus accrued interest from undersigned or the immediate family of the undersigned, 1999 (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to the Delivery Date another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the next paragraphSecurities Act of 1933, as amended) of the undersigned or (2) to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust, (v) by testate succession or intestate succession, (vi) acquired in open market transactions after the completion of the Offering or (vii) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(vi), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, and on (z) no filing by any party under Section 16(a) of the further terms Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans; provided that it shall apply to any of the Undersigned’s Securities issued upon such exercise, or (ii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and conditions set forth such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of the Undersigned’s Securities if such transfer would constitute a violation or breach of this ContractLock-Up Agreement. Payment The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that upon request, the undersigned will execute and additional documents necessary to ensure the validity or enforcement of 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 the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company notifies the Underwriters that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities Common Stock to be purchased by the undersigned shall be made on sold thereunder, 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (iiiii) the Company shall have sold to Offering is not completed by June 30, 2015. The undersigned understands that the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in are entering into the Underwriting Agreement referred to and proceeding with the Offering in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting reliance upon this Lock-Up Agreement. The obligation of the undersigned to accept delivery This Lock-Up Agreement shall be governed by, and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall notconstrued in accordance with, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit State of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or deliveredNew York. Very truly yours, By ------------------------------ NamePrinted Name of Holder By: Title: Address: Accepted Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) EXHIBIT B Form of Company Counsel Opinion (Provided separately) EXHIBIT C Form of Company Intellectual Property Counsel Opinion (Provided separately) EXHIBIT D Form of Company Regulatory Counsel Opinion (Provided separately) EXHIBIT E Form of Company Press Release for Waivers or Releases of Officer/Director Lock-Up Agreements Gelesis, 199 Inc. [Date] Gelesis, Inc. (the “Company”) announced today that Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated, as the representatives of the underwriters, are [waiving] [releasing] [a] lock-up restriction[s] with respect to an aggregate of **[# of common shares] held by certain [officers] [directors] of the Company. POLAROID CORPORATIONThese [officers] [directors] entered into lock-up agreements with the representatives in connection with the Company’s initial public offering. This [waiver] [release] will take effect on **[date that is at least 2 business days following date of this press release]. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Total. $ -------- -------- 1 Seven percent (7.0%) underwriting commission, but three and a half percent (3.5%) for certain investors. SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Warrants: Number of Option Shares: Public Offering Price per Firm Share: Public Offering Price per Warrant: Underwriting Discount per Firm Share2: Underwriting Discount per Warrant2: Proceeds to Company per Firm Share (before expenses): Proceeds to Company per Warrant (before expenses): 2 Seven percent (7.0%) underwriting commission, but three and a half percent (3.5%) for certain investors. SCHEDULE 2-B Issuer General Use Free Writing Prospectus [*] SCHEDULE 3 List of Lock-Up Parties Chia-Xxx Xxxxxxx Xxxx Xxxxxx Major General Xxxxx X. Xxx, USA, Xxx Xxxxxxx X. X’Xxxxxx-Xxxxxxxx, PhD Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, Pharm.D. EXHIBIT A $ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION Form of Lock-Up Agreement __________, 2021 A.G.P./Alliance Global Partners 000 Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx XxxxxxxxxXxx Xxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000 Dear SirsRe: Nxt-ID, Inc. Follow-On Offering Ladies and Gentlemen: The undersigned hereby agrees understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to purchase from Polaroid Corporationenter into an Underwriting Agreement (the “Underwriting Agreement”) with Nxt-ID, Inc., a Delaware corporation ("the “Company"”), and providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and warrants to purchase shares of Common Stock. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees to sell to that, without the undersigned, $ principal amount prior written consent of the Company's aboveRepresentative, the undersigned will not, during the period commencing on the date hereof and ending on the three (3) month anniversary of the Closing Date (the “Lock-captioned securities ("Securities"Up Period”), offered (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the Company's prospectus dated , 1999, as supplemented by undersigned or with respect to which the prospectus supplement dated , 1999 undersigned has or hereafter acquires the power of disposition (collectively, the "Prospectus"“Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, receipt of a copy of which is hereby acknowledgedin whole or in part, at a purchase price of % any of the principal amount thereof plus accrued interest from economic consequences of ownership of the Lock-Up Securities, 1999 whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery registration of the Securities to be purchased by the undersigned shall be made on , 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in nextany Lock-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto Up Securities; or (ii4) publicly disclose the Company shall have sold intention to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred make any offer, sale, pledge or disposition, or to in the Prospectus) and the Company shall have mailed enter into any transaction, swap, hedge or delivered other arrangement relating to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement) is in the Company's sole discretion and, without limiting the foregoing, need not be on a firstLock-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, By ------------------------------ Name: Title: Address: Accepted as of , 199 . POLAROID CORPORATIONUp Securities.