Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Selling Stockholder and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, TRINET GROUP, INC. By: ________________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------

Appears in 1 contract

Samples: Underwriting Agreement (Trinet Group Inc)

Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- ~~governed~~ by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the Partnership, the Operating Company, the ~~Selling Stockholder~~ General Partner, Old Services, Holdings and Rudey Timber Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~U.S. TIMBERLANDS COMPANY, ~~INC.~~ L.P. By: ~~________________________________________ Xxxxxx Xxxxxxx~~NEW SERVICES, ~~President THE SELLING STOCKHOLDER:~~ L.L.C. By: ~~________________________________________ Attorney-in-Fact~~ ---------------------- Name: Title: U.S. TIMBERLANDS KLAMATH FALLS, L.L.C. By: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted~~ NEW SERVICES, L.L.C. By: ---------------------- Name: Title: NEW SERVICES, L.L.C. By: ---------------------- Name: Title: U.S. TIMBERLANDS SERVICES COMPANY, L.L.C. By: ---------------------- Name: Title: U.S. TIMBERLANDS HOLDINGS, L.L.C. By: ---------------------- Name: Title: RUDEY TIMBER COMPANY, L.L.C. By: ---------------------- Name: Title: Confirmed as of the date first above ~~written~~mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX ~~X. XXXXX~~ INC. DEUTSCHE XXXXXX XXXXXXXX INC. X.X. XXXXXXX & ~~CO. INCORPORATED XXXXXXXXX & COMPANY~~SONS, INC. ~~XXXX XXXXX XXXX XXXXXX,~~ PAINEWEBBER INCORPORATED ~~By: XXXXXX X. XXXXX & CO.~~ PRUDENTIAL SECURITIES INCORPORATED ~~Acting as~~ As Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters ~~c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx~~By: XXXXX XXXXXX INC. By: ------------------------------------ Managing Director SCHEDULE I U.S. Timberlands Company, ~~00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner~~ L.P. Number of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing Firm Units Underwriter to be ~~bound by this restriction~~Purchased ------------------------------------ -------------------- Xxxxx Xxxxxx Inc.................... Deutsche Xxxxxx Xxxxxxxx Inc........ X. X. Xxxxxxx & Sons, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc............

Appears in 1 contract

Samples: Underwriting Agreement (U S Timberlands Co Lp)

Appears in 1 contract

Samples: Underwriting Agreement (Peapod Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Advisers and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN QUALITY PREFERRED INCOME FUND 2 By: ___________________________ Title: NUVEEN INSTITUTIONAL ADVISORY CORP. By: _____________________________ Title: SPECTRUM ASSET MANAGEMENT, INC. By: ___________________________ Title: Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC ADVEST, INC. H&R BLOCK FINANCIAL ADVISORS, INC. XXXXXXXXXX & CO. INC. XXXXXX, XXXXX XXXXX, INCORPORATED XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY QUICK & XXXXXX, INC. A FLEETBOSTON FINANCIAL COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. XXXX, XXXX & CO., LLC SUNTRUST CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Name: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 REXx. Title: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Quality Preferred Income Fund 2)

Appears in 1 contract

Samples: Underwriting Agreement (Apartment Investment & Management Co)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the Company, ~~the Selling Stockholder~~ FUNB and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. By~~: ________~~:________________________________ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER: By~~Name: ____________________________ Title: ___________________________ FIRST UNION NATIONAL BANK By:_____________________________ ~~Attorney-in-Fact~~ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. FIRST UNION SECURITIES, INC. By~~: ___________~~:_____________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. ByName:___________________________ Title: _________________________ MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED By:_____________________________ ~~Authorized Representative Trinet Group~~Xxxx:___________________________ Title:__________________________ SCHEDULE I ---------- UNDERWRITING AGREEMENT DATED NOVEMBER 16, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------2000:

Appears in 1 contract

Samples: Underwriting Agreement (First Union Commercial Mortgage Securities Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Advisers and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~AIM SELECT REAL ESTATE INCOME FUND By: ---------------------------------------- Title: A I M ADVISORS, INC. By: ~~________________________________________ Xxxxxx Xxxxxxx~~---------------------------------------- Title: INVESCO INSTITUTIONAL (N.A.), ~~President THE SELLING STOCKHOLDER:~~ INC. By: ~~________________________________________ Attorney-in-Fact By~~---------------------------------------- Title: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted~~ Confirmed as of the date first above ~~written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives~~ written on behalf of themselves and the other several Underwriters ~~(including themselves) identified~~ named in Schedule I ~~annexed~~ hereto. By: ~~________________________________________ Authorized Representative Trinet Group~~SALOMON SMITH BARNEY INC. A.G. EDWARDS & SONS, ~~Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx~~ INC. XXXXXXXXXX XXCXXXXXXS INCORPORATED XXXC WORLD MARKETS CORP. RAYMOND JAMES & ~~Co. Incorporated.................. Xxxxxxxxx~~ ASSOCIATES, INC. U.S. BANCORP PIPER JAFFRAY IXX. FIRST UNION SECURITIES, INC. WELLX XXXXX XXXXXITIES, LLC ADVEST, INC. RYAN, BECK & ~~Company~~XX. INCLUDING THE GRUNTAL DIVISION XXDOXXXX INVESTMENTS INC., Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder KEYCORP COMPANY AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: -------------------------------------------------- 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 Selected Provisions Use of ProceedsSALOMON SMITH BARNEY INC. By: ~~the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources~~------------------------------------- Title: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating Director SCHEDULE I NUMBER OF NAME OF UNDERWRITER COMMON SHARES ------------------- ------------- Salomon Smith Barney Inc.................................. [to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------come] -------------

Appears in 1 contract

Samples: Underwriting Agreement (Aim Select Real Estate Income Fund)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, each of the Selling ~~Stockholder~~ Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, ~~TRINET GROUP~~LAMALIE ASSOCIATES, INC. By: ~~________________________________________ Xxxxxx~~ ----------------------------------------- Robexx X. Xxxxxxx, ~~President~~ Xxesident and Chief Executive Officer THE SELLING ~~STOCKHOLDER~~STOCKHOLDERS: By: ~~________________________________________ Attorney~~----------------------------------------- Jack X. Xxxxxxx, Xxtorney-in-Fact By: ~~________________________________________ Attorney~~----------------------------------------- Philxx X. Xxxxxxxx, Xxtorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ~~XXXXXX~~ ROBEXX X. XXXXX & COXO. INCORPORATED ~~XXXXXXXXX & COMPANY~~THE ROBIXXXX-XXXXXXXX XXXPANY, INC. ~~XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ J.C. XXXXXXXX & XO. By: ~~XXXXXX~~ ROBEXX X. XXXXX & COXO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I II annexed hereto. By: ~~______________________________~~---------------------------------------------- C. Chrix Xxxxxxx, Xxnaging Director LAMALIE ASSOCIATES, INC. SCHEDULE I NUMBER OF FIRM NUMBER OF OPTIONAL SHARES SHARES ------ ------ The Company __________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: __________ The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraphLAMALIE ASSOCIATES, INC. ~~------------------------------------------------------~~SCHEDULE II

Appears in 1 contract

Samples: Underwriting Agreement (Lamalie Associates Inc)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin~~ New York without ~~reference~~ giving effect to the provisions thereof concerning conflict of ~~law principles thereunder~~laws. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the ~~Company, the Selling Stockholder~~ Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: ~~________________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~/s/ John C. Griffin -------------------------------------- Name: John C. Griffin Title: Vice Xxxxxxxxx By: ~~________________________________________ Attorney-in-Fact By~~/s/ Andrew Cherrick -------------------------------------- Name: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed~~ Andrew Cherrick Title: Vice Xxxxxxxxx Xxxfirmed and accepted in New York, New York as of the date first above written. ~~XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY,~~ DEUTSCHE BANK SECURITIES INC~~. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~. By: ~~________________________________________~~ /s/ John C. Griffin ----------------------------------------- Name: Xxxx X. Xxxxxin Title: Vice President By: /s/ Andrew Cherrick ----------------------------------------- Name: Xxxxxx Xxxxxxck Title: Vice President BANC OF AMERICA SECURITIES XXX Xx: /x/ Xobert Koontz ----------------------------------------- Name: Xxxxxx Xxxxxx Title: Vice President J.P. MORGAN SECURITIES INC. Xx: /x/ Xxxxl Singh ----------------------------------------- Name: Kuxxx X. Xxxxh Title: Vice President MERRILL LYNCH, PIERCE, FENNEX & XXXXX XNCORPORATED By: /s/ David X. Xxxgers ----------------------------------------- Name: Xxxxx X. Xxxxers Title: Authorized ~~Representative Trinet Group~~Signatory LEHMAN BROTHERS INC. Xx: /x/ Xxxxxn Driscoll ----------------------------------------- Name: Xxxxxx Xxxxxxll Title: Vice President Acknowledged and agreed sxxxxx xx xx Xxxtion 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ John C. Griffin ----------------------------------- Name: John C. Xxxxxxx Xxxxx: Vice President By: /s/ Andrew Cherrick ----------------------------------- Name: Andrew Xxxxxxxx Xxxxx: Vice President XXXXXXXX I Underwriting Agreement, dated May 26, 2006. Title and Description of Offered Certificates: COMM 2006-C7 Commercial Mortgage Pass-Through Certificates Initial Aggregate Class Principal Amount Purchase Initial Pass- Designation of Class Price(1) Through Rate Ratings(2) -------------------- -------------------- ------------- ---------------- -------------------- Class A-1 $90,000,000 5.540% AAA/AAA Class A-2 $107,966,000 5.690% AAA/AAA Class A-3 $40,098,000 5.707% AAA/AAA Class A-AB $98,824,000 5.729% AAA/AAA Class A-4 $1,052,664,000 5.769% AAA/AAA Class A-1A $323,552,000 5.758% AAA/AAA Class A-M $244,729,000 5.794% AAA/AAA Class A-J $189,666,000 5.794% AAA/AAA Class B $52,005,000 5.794% AA/AA Class C $24,472,000 5.794% AA-/AA- ------------ (1) Expressed as a percentage of the aggregate stated amount of the relevant class of Offered Certificates to be purchased. (2) By each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet GroupFitch, Inc. (Closing Time, Date and Lxxxxxxx: 00:00 A.M. on June 7, 2006 at the "offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New York 00000. Xssuxxxx and Dxxxxxxx xx Xxxxxxxxxxxx: Xxx Xxxxxxx Xxxxxxxxxxxx xxll be delivered in book-entry form through the Same-Day Funds Settlement System of The Depository Trust Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------.

Appears in 1 contract

Samples: Underwriting Agreement (COMM 2006-C7 Mortgage Trust)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the Company, ~~the Selling Stockholder~~ MLMLI and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~XXXXXXX XXXXX MORTGAGE INVESTORS, INC. By: ~~________________________________________ Xxxxxx Xxxxxxx~~/s/ Xxxxxxx X. XxXxxxxx ------------------------ Name: Xxxxxxx X. XxXxxxxx Title: Authorized Signatory XXXXXXX XXXXX MORTGAGE LENDING, ~~President THE SELLING STOCKHOLDER:~~ INC. By: ~~________________________________________ Attorney-in-Fact By~~/s/ Xxxxxx Xxx -------------- Name: ~~________________________________________ Attorney-in-Fact~~ Xxxxxx Xxx Title: Senior Vice President The foregoing ~~Underwriting~~ Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX, XXXXXX X. XXXXXX & XXXXX ~~& CO.~~ INCORPORATED ~~XXXXXXXXX & COMPANY~~By: /s/ Xxxxxx Xxx -------------- Name: Xxxxxx Xxx Title: Authorized Signatory WACHOVIA SECURITIES, INC. ~~XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ By: ~~XXXXXX~~ /s/ Xxxxxxx X. ~~XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to /s/ Xxxxxxx X. Xxxxxx ~~and the eleventh paragraph of this section. Management-- Board Composition~~--------------------- Name: ~~the third sentence of the first paragraph. ------------------------------ Management-- Board Committees~~Xxxxxxx X. Xxxxxx Title: ~~the first sentence of the third paragraph. ----------------------------- Management--~~ Vice President By: /s/ Xxxxxx X. Xxxxxxxx ---------------------- Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the firstSCHEDULE I UNDERWRITING AGREEMENT DATED JUNE 26, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------2002:

Appears in 1 contract

Samples: Underwriting Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC~~NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND By: ------------------------------- Title: Vice President NUVEEN ADVISORY CORP. By: ~~________________________________________ Xxxxxx Xxxxxxx,~~ ------------------------------- Title: Vice President THE SELLING STOCKHOLDER: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above ~~written~~written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. INC. NUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & COSONS, INC. PRUDENTIAL SECURITIES INCORPORATED ~~XXXXXXXXX & COMPANY~~UBS WARBURG LLC XXXXXX, XXXXX XXXXX, INCORPORATED FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: ~~XXXXXX X.~~ XXXXXXX XXXXX ~~& CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~BARNEY INC. By: ~~________________________________________ Authorized Representative Trinet Group, Inc. Schedule~~ ------------------------------------ Title: Director SCHEDULE I ~~Number of Firm~~ Name of Underwriter Number of ------------------- Common Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and ------------- Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx ~~Select Appointments North America~~ Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------...................................

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Maryland Dividend Advantage Municipal Fund)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. [Underwriting Agreement] If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the Company, ~~the Selling Stockholder~~ FUNB and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. By~~: ___________~~:_____________________________ ~~Xxxxxx Xxxxxxx~~Name: TITLE: [Underwriting Agreement] FIRST UNION NATIONAL BANK FIRST UNION SECURITIES, ~~President THE SELLING STOCKHOLDER: By: ___________~~INC. BY:_____________________________ ~~Attorney-in-Fact By~~NAME: ~~___________~~TITLE: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. FIRST UNION SECURITIES, INC. BY:_____________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. ByNAME:___________________________ TITLE: _________________________ [Underwriting Agreement] XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX INCORPORATED By:_____________________________ ~~Authorized Representative Trinet Group~~Name: Title: [Underwriting Agreement] SCHEDULE I Underwriting Agreement dated December 14, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------1999:

Appears in 1 contract

Samples: Underwriting Agreement (First Union Commercial Mortgage Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Safeskin Corp)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various ~~counterparts~~ counterparts, which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If [END OF AGREEMENT - SIGNATURE PAGE FOLLOWS] Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company~~Fund, the ~~Selling Stockholder~~ Investment Manager, the Sub-Adviser and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP,~~ REAL ESTATE INCOME FUND INC. By: ___________________________~~____________~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Name: ByTitle: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, CITI FUND MANAGEMENT INC~~. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~. By: ____________________________ Name: Title: AEW MANAGEMENT AND ADVISORS, L.P. By: AEW Investment Group Inc., its General Partner By: ___________________________ ~~Authorized Representative Trinet Group, Inc.~~ Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I ~~Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------~~ hereto. Xxxxxxx Xxxxx Xxxxxx ~~X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................~~ Inc. Xxxx Xxxxx Xxxx Xxxxxx, ~~Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx~~Incorporated Xxxxx Fargo Securities, LLC Advest, Inc. H&R Block Financial Advisors, Inc. McDonald Investments Inc., a KeyCorp Company Wedbush Xxxxxx ~~X. and Xxxxxxx X. Xxxxxxx~~Securities, ~~Xxxxxx and Xxxxxx, Trustees~~ Inc. As Representatives of the Underwriters By: XXXXXXX XXXXX XXXXXX INC. By:_____________________________ Name: Title: SCHEDULE I Real Estate Income Fund Inc. Underwriter Number of Shares ----------- ---------------- Xxxxxxx ~~Trust dated 7-16-95 Xxxx,~~ Xxxxx ~~Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx,~~ Barney Inc. ......................... [ ] Xxxx Xxxxx ~~Xxxxxxx, Xxxxx Xxxxxx,~~ Xxxx Xxxxxx, ~~Xxxxxxx XxXxxx~~Incorporated .............. [ ] Xxxxx Fargo Securities, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet GroupLLC ....................... [ ] Advest, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by...................................... [ ] H&R Block Financial Advisors, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectivelyInc. ................ [ ] McDonald Investments Inc., a ~~"Disposition") any shares of Common Stock~~KeyCorp Company ...... [ ] Wedbush Xxxxxx Securities, any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc. ................... [ ]

Appears in 1 contract

Samples: Underwriting Agreement (Real Estate Income Fund Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Commercial Net Lease Realty Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Advisers and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN QUALITY PREFERRED INCOME FUND By: ------------------------------------- Title: NUVEEN INSTITUTIONAL ADVISORY CORP. By: ------------------------------------- Title: SPECTRUM ASSET MANAGEMENT, INC. By: ~~________________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~------------------------------------- Title: ~~By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted~~ Confirmed as of the date first above ~~written~~written on behalf of themselves and the other several Underwriters named in Schedule I hereto. ~~XXXXXX X.~~ By: XXXXXXX XXXXX BARNEY INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED ADVEST, INC. XXXXXXXXXX & CO. ~~INCORPORATED XXXXXXXXX & COMPANY,~~ INC. XXXXXX, XXXXX XXXXX INCORPORATED XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. FIRST UNION SECURITIES, INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX ~~X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~INC. By: ~~________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------~~ ------------------------------- Name: Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 REXx. Title: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Quality Preferred Income Fund)

Appears in 1 contract

Samples: International Underwriting Agreement (Apollo Investment Fund L P)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and --------------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: _____________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX, XXXXXX & CO. FIRST UNION SECURITIES, INC. SUTRO & CO. INCORPORATED WEDBUSH XXXXXX SECURITIES AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: ~~By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as~~ Director SCHEDULE I Name of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters ~~(including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I~~ Number of ~~Firm Name of Underwriter~~ Common Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. -------------------------------------------------------------------------- -----------------------

Appears in 1 contract

Samples: Underwriting Agreement (Nuvven California Dividend Advantage Fund 2)

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Pipeline Partners Lp)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin~~ New York without ~~reference~~ giving effect to the provisions thereof concerning conflict of ~~law principles thereunder~~laws. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the ~~Company, the Selling Stockholder~~ Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: ~~________________________________________ Xxxxxx Xxxxxxx,~~ /s/ Helaine M. Kaplan -------------------------------------- Name: Helaine M. Kaplan Title: President ~~THE SELLING STOCKHOLDER:~~ By: ~~________________________________________ Attorney-in-Fact By~~/s/ John C. Griffin -------------------------------------- Name: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed~~ John C. Griffin Title: Vice President Confirmed and accepted in New York, New York as of the date first above written. ~~XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY,~~ DEUTSCHE BANK SECURITIES INC~~. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~. By: ~~________________________________________ Authorized Representative Trinet Group~~/s/ Helaine M. Kaplan --------------------------------- Name: Helaine M. Kaplan Title: Vice Prxxxxxxx Xx: /x/ Jeffrey E. Paige --------------------------------- Name: Jeffrey E. Paige Title: Vice Prexxxxxx XXXXXXXUP GLOBAL MARKETS INC. By: /s/ Angela J. Vleck --------------------------------- Name: Angela J. Vleck Title: Managing Xxxxxxxx XXXMARK SECURITIES INC. By: /s/ Victor Diaso -------------------------------- Name: Victor Diaso Title: Director BXXXXXXX XXXXTAL INC. By: /s/ Haejin Baek -------------------------------- Name: Haejin Baek Title: Managing Direxxxx XXXX OF AMERICA SECURITIES LLC By: /s/ Stephen Hogue -------------------------------- Name: Stephen Hogue Title: Principal XXXXXXXX XXXITAL MARKETS, LLC By: /s/ H. Royer Culp, Jr. -------------------------------- Name: H. Royer Culp, Jr. Title: Vice Pxxxxxxxx Xcknowledged and agreed solely as to Section 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Helaine M. Kaplan -------------------------------- Name: Helaine M. Kaplan Title: Vice Prxxxxxxx Xx: /x/ Jeffrey E. Paige -------------------------------- Name: Jeffrey E. Paige Title: Vice Prexxxxxx SCHEDULE I Underwriting Agreement, dated October 23, 2006. Title and Description of Offered Certificates: CD 2006-CD3 Commercial Mortgage Pass-Through Certificates Initial Aggregate Principal Initial Class Amount Purchase Pass-Through Designation of Class Price(1) Rate Ratings(2) ----------------- ----------------- ------------- --------------- -------------- Class A-1 $23,000,000 100.248154% 5.454% AAA/Aaa Class A-1D $55,000,000 96.999322% 4.181% AAA/Aaa Class A-2 $338,700,000 100.497581% 5.560% AAA/Aaa Class A-3 $97,400,000 100.495965% 5.607% AAA/Aaa Class A-AB $89,260,000 100.496901% 5.608% AAA/Aaa Class A-4 $127,000,000 100.498612% 5.658% AAA/Aaa Class A-5 $1,412,355,000 100.497986% 5.617% AAA/Aaa Class A-1S $154,970,000 100.499218% 5.614% AAA/Aaa Class A-M $328,240,000 100.497649% 5.648% AAA/Aaa Class A-J $270,800,000 100.496921% 5.688% AAA/Aaa Class A-1A $255,000,000 100.498396% 5.624% AAA/Aaa Class XP $3,504,824,000 2.514657% 0.646% AAA/Aaa Class B $22,321,000 100.494806% 5.728% AA+/Aa1 Class C $53,571,000 100.496933% 5.748% AA/Aa2 Class D $31,249,000 100.493610% 5.787% AA-/Aa3 Class E $22,321,000 100.496843% 5.817% A+/A1 Class F $26,786,000 100.493769% 5.892% A/A2 ------------ (1) Expressed as a percentage of the aggregate stated amount of the relevant class of Offered Certificates to be purchased. (2) By each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ~~Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company~~and Mooxx'x Xxxxxxors Service, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc.

Appears in 1 contract

Samples: Underwriting Agreement (CD 2006-Cd3 Mortgage Trust)

Appears in 1 contract

Samples: Underwriting Agreement (COMM 2006-C8 Mortgage Trust)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and ---------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: :___________________________ Title: Vice President NUVEEN ADVISORY CORP. By:_____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC ADVEST, INC. XXXXXXXXXX & CO. INC. FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By:___________________________________ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: ~~By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as~~ Director SCHEDULE I Name of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters ~~(including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I~~ Number of ~~Firm Name of Underwriter~~ Common Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and -------------------- ----------------------- Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc.......................................................

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen New York Dividend Advantage Municipal Fund 2)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and ---------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among~~ between the Company, AGH GP, AGH LP and the ~~Selling Stockholder~~ Operating Partnership and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~AMERICAN GENERAL HOSPITALITY CORPORATION By ------------------------------------------- Xxxxxx X. Xxxxx Chairman of the Board, Chief Executive Officer and President AMERICAN GENERAL HOSPITALITY OPERATING PARTNERSHIP, L.P. By AGH GP, INC., as general partner By -------------------------------------------- Name: Title: AGH GP, INC. ByBy -------------------------------------------- Name: ~~_______________________________~~Title: AGH LP, INC. By -------------------------------------------- Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I ---------- hereto. XXXXX XXXXXX INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXXXXX SECURITIES PRUDENTIAL SECURITIES INCORPORATED THE XXXXXXXX-XXXXXXXX COMPANY, INC. As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------------------------- Managing Director SCHEDULE I Number of Underwriter Firm Shares ----------- ----------- Xxxxx Xxxxxx Inc. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated Xxxxxxxxxx Securities Prudential Securities Incorporated The Xxxxxxxx-Xxxxxxxx Company, Inc. _________ ~~Xxxxxx Xxxxxxx~~Total . . . . . . . . . . 5,500,000 ========= SCHEDULE 6(f) SUBSIDIARIES State or Other Jurisdiction of Incorporation or Subsidiary Organization/Type of Entity AGH GP, ~~President THE SELLING STOCKHOLDER: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact~~ Inc. Nevada/Corporation AGH LP, Inc. Nevada/Corporation American General Hospitality Operating Delaware/Limited Partnership Partnership, L.P. AGH UPREIT LLC Delaware/Limited Liability Company AGH SECAUCUS LLC Delaware/Limited Liability Company AGH DFW South LLC Delaware/Limited Liability Company 2929 Xxxxxxxx Limited Liability Company Delaware/Limited Liability Company 3100 Glendale Joint Venture Ohio/General Partnership MDV Limited Partnership Texas/Limited Partnership Madison Motel Associates Wisconsin/General Partnership 183 Hotel Associates, Ltd. Texas/Limited Partnership Richmond Williamsburg Associates, Ltd. Texas/Limited Partnership 455 Meadowlands Associates, Ltd. Texas/Limited Partnership DFW South I Limited Partnership Texas/Limited Partnership Lake Buena Vista Partners, Ltd. Florida/Limited Partnership SCHEDULE 6(n) OPERATIVE DOCUMENTS (1) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Holiday Inn Park Center Plaza). (2) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Holiday Inn Mission Valley). (3) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Days Inn Ocean City). (4) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Xx Xxxxx Airport Hotel). (5) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Best Western Albuquerque Airport Hotel). (6) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Holiday Inn Resort Monterey). (7) Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Hilton Hotel Durham). (8) Participating Lease between 2929 Xxxxxxxx Limited Liability Company and AGH Leasing, L.P. (9) Participating Lease between 3100 Glendale Joint Ventures and AGH Leasing, L.P. (10) Participating Lease between MDV Limited Partnership and AGH Leasing, L.P. (11) Participating Lease between Madison Motel Associates and AGH Leasing, L.P. (12) Participating Lease between 183 Hotel Associates, Ltd. and AGH Leasing, L.P. (13) Participating Lease between Richmond Williamsburg Associates, Ltd. and AGH Leasing, L.P. (14) Participating Lease between DFW South I Limited Partnership and AGH Leasing, L.P. (15) Participating Lease between 455 Meadowlands Associates, Ltd. and AGH Leasing, L.P. (16) Participating Lease between Lake Buena Vista Partners, Ltd. and AGH Leasing, L.P. (17) Proposed Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Radisson Arlington Heights). (18) Proposed Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Four Points by Sheraton). (19) Proposed Participating Lease between the Operating Partnership and AGH Leasing, L.P. (Sheraton Key Largo). (20) Proposed Participating Lease between the Operating Partnership and AGH Leasing, L.P. (French Quarters Suites Hotel). (21) The ~~foregoing Underwriting Agreement is hereby confirmed~~ sixteen Management Agreements between AGH Leasing, L.P. and ~~accepted as~~ American General Hospitality, Inc. with respect to each Current Hotel. (22) The three Proposed Management Agreements between AGH Leasing, L.P. and American General Hospitality, Inc. with respect to three of the ~~date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY~~Proposed Acquisition Hotels. (23) The Proposed Wyndham Management Agreement between AGH Leasing, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. L.P. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Wyndham Hotel Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the ~~Offering. In consideration~~ Four Points Sheraton Hotel. (24) Lease Master Agreement between the Operating Partnership and AGH Leasing, L.P. (25) The Partners' Guarantee in favor of the ~~foregoing~~Operating Partnership by the limited partners of AGH Leasing, L.P. (26) Pledge Agreement between the limited partners of AGH Leasing, L.P., and the Operating Partnership. (27) Management Company Master Agreement among AGH Leasing, L.P., the ~~undersigned hereby agrees that~~ Company, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx. (28) Second Amendment to Stock Restriction Agreement by and among XXXX and its shareholders. (29) Amended and Restated Agreement of Limited Partnership of the ~~undersigned will not~~Operating Partnership. (30) Assignment Agreement between AGH Leasing, ~~directly or indirectly~~L.P. and the Operating Partnership regarding the Management Company Master Agreement. (31) Supplemental Representations, ~~offer to sell~~Warranties and Indemnity Agreement, ~~contract to sell~~among the Operating Partnership, ~~or otherwise sell~~the Company and the other persons a party thereto. (32) Exchange Rights Agreement among certain partners of the Operating Partnership, ~~dispose of, loan, pledge or grant any rights~~ the Operating Partnership and the Company. (33) Registration Rights Agreement among certain partners of the Operating Partnership and the Company. (34) Lock-up Agreement among certain partners of the Operating Partnership and the Operating Partnership. (35) American General Hospitality Corporation 1996 Incentive Plan. (36) American General Hospitality Corporation Non-Employee Directors' Incentive Plan. (37) Employment Agreements between the Company and each of its executive officers. (38) Shared Services Office Space Agreement between the Company and XXXX. (39) Option Agreement and Right of First Offer/Refusal between 1815 Hotel Associates Limited Partnership and the Operating Partnership (with respect to ~~(collectively~~the Durham, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"North Carolina Option Hotels). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------.

Appears in 1 contract

Samples: Underwriting Agreement (American General Hospitality Corp)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Advisers and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 By: ___________________________ Name: Xxxxxxx X. Xxxxxxx Title: Vice President NUVEEN INSTITUTIONAL ADVISORY CORP. By: _____________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Director SPECTRUM ASSET MANAGEMENT, INC. By: ___________________________ Name: Xxxxxxx X. Xxxxxxx Title: Executive Director FROLEY, REVY INVESTMENT CO., INC. By: ___________________________ Name: Xxxxxx X Xxxxxx III Title: Chairman Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: CITIGROUP GLOBAL MARKETS INC. NUVEEN INVESTMENTS, LLC X.X. XXXXXXX & Sons, Inc. PRUDENTIAL SECURITIES INCORPORATED WACHOVIA SECURITIES, LLC ADVEST, INC. XXXXXX X. XXXXX & CO. INCORPORATED H&R BLOCK FINANCIAL ADVISORS, INC. XXXXXXX, XXXXXX & CO. XXXXXXXXXX & Co. Inc. XXXXXX, XXXXX XXXXX, INCORPORATED XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY QUICK & XXXXXX, INC. A FLEETBOSTON FINANCIAL COMPANY RBC XXXX XXXXXXXX INC. XXXX XXXX & CO., INC. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED TD WATERHOUSE INVESTOR SERVICES, INC. WEDBUSH XXXXXX SECURITIES INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: CITIGROUP GLOBAL MARKETS INC. By: _________________________________~~______~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Name: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RETitle: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Vice President SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Preferred Convertible Income Fund 2)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: ------------------------- Title: Vice President NUVEEN ADVISORY CORP. By: ------------------------- Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXX, XXXXX XXXXX, INCORPORATED FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: ~~By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as~~ Director SCHEDULE I Name of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters ~~(including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I~~ Number of ~~Firm Name of Underwriter~~ Common Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. -------------------------------------------------------------------------- -----------------------

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Maryland Dividend Advantage Municipal Fund 2)

Appears in 1 contract

Samples: u.s. Underwriting Agreement (Nova Corp \Ga\)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the Company, ~~the Selling Stockholder~~ MLMLI and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~XXXXXXX XXXXX MORTGAGE INVESTORS, INC. By: _______________________~~________________~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Name: ByTitle: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXXXX XXXXX ~~& CO. INCORPORATED XXXXXXXXX & COMPANY~~MORTGAGE LENDING, INC~~. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~. By: ________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX INCORPORATED By: _______________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 REName: ~~TriNet Group, Inc. (the "Company") Ladies & Gentlemen~~Title: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder [UNDERWRITER 2] By: -------------------------------------------------- Signature ----------------------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian_______________________ Name: Title: [UNDERWRITER 3] By: _______________________ Name: Title: By: _______________________ Name: Title: SCHEDULE I UNDERWRITING AGREEMENT DATED ________, trustee, or on behalf of an entity) Exhibit B Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------200_:

Appears in 1 contract

Samples: Underwriting Agreement (Merrill Lynch Mortgage Investors Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and --------------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. THE XXXXXXXX-XXXXXXXX COMPANY, LLC WACHOVIA SECURITIES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen North Carolina Dividend Advantage Municipal Fund)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and -------------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President 34 Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXX XXXXXXXX XXXXXXX, A DIVISION OF XXXX XXXXXXXX INCORPORATED XXXXXX, XXXXX XXXXX, INCORPORATED FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: ~~By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as~~ Director SCHEDULE I Name of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters ~~(including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I~~ Number of ~~Firm Name of Underwriter~~ Common Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and -------------------- ----------------------- Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc...........................................................................

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Dividend Advantage Municipal Fund 2)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin~~ New York applicable to contracts made to be performed within the State of New York without ~~reference~~ giving effect to choice of laws or conflict of ~~law~~ laws principles ~~thereunder~~thereof. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If Please confirm the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among the Company, the Selling Stockholder~~ between National Collegiate Funding and the ~~several~~ Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ THE NATIONAL COLLEGIATE FUNDING LLC By: ~~________________________________________ Xxxxxx Xxxxxxx~~GATE Holdings, ~~President THE SELLING STOCKHOLDER:~~ Inc., as sole Member By: ~~________________________________________ Attorney-in-Fact By~~/s/ Xxxxx X. Xxxxxxxxx -------------------------- Name: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted~~ Xxxxx X. Xxxxxxxxx Title: Vice President Confirmed as of the date first above ~~written~~mentioned: UBS SECURITIES LLC DEUTSCHE BANK SECURITIES INC. ~~XXXXXX~~ By: /s/ Xxxx XxXxxxxx By: /s/ Xxxx Xxxxxxxx ----------------- ----------------- Name: Xxxx XxXxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director Title: Director By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx ------------------ ------------------- Name: Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Title: Director Title: Vice President CITIGROUP GLOBAL MARKETS INC. XXXXXXX, XXXXX & CO. ~~INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ By: ~~XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto.~~ /s/ Xxxx Xxx By: ~~________________________________________ Authorized Representative Trinet Group~~/s/ Xxxxxxx, ~~Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X.~~ Xxxxx & Co. ~~Incorporated.................. Xxxxxxxxx & Company, Inc............................~~ ------------------- ------------------------ Name: Xxxx ~~Xxxxx~~ Xxx Name: Title: Director Title: Accepted and Agreed as to Section 5: THE FIRST MARBLEHEAD CORPORATION By: /s/ Xxxx ~~Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx,~~ X. Xxxxxx ------------------------ Name: Xxxx X. ~~and Xxxxxxx X. Xxxxxxx,~~ Xxxxxx ~~and Xxxxxx, Trustees~~ Title: Executive Vice President SCHEDULE A Floating Rate Notes ----------------------------------------------------------------------------------- Price Class A-1 Notes Class A-2 Notes Class A-3 Notes (percentage (by principal (by principal (by principal of ~~the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE~~ principal Underwriter amount) amount) amount) amount of Notes) ----------- ----------------------------------------------------------------------------------- UBS Securities LLC ~~Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx~~ $ 89,795,799 $162,535,146 $ 49,886,555 99.675% Deutsche Bank Securities Inc. 67,511,567 122,199,508 37,506,425 99.675% Citigroup Global Markets Inc. 15,846,317 28,682,673 8,803,510 99.675% Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. & Co. 15,846,317 28,682,673 8,803,510 99.675% -------------------------------------------------------------------------------------------------------------------------- Total $189,000,000 $342,100,000 $105,000,000 99.675% -------------------------------------------------------------------------------------------------------------------------- Auction Rate Notes ------------------------------------------------------------------- Price (percentage Class B-1 Notes Class B-2 Notes of principal Underwriter (by principal amount) (by principal amount) amount of Notes) ----------- ------------------------------------------------------------------- UBS Securities LLC $39,500,000 0 99.590% Deutsche Bank Securities Inc. 0 $39,500,000 99.590% Citigroup Global Markets Inc. 0 0 -- Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. ~~Incorporated As Representative~~ 0 0 -- ----------------------------------------------------------------------------------------------------- Total $39,500,000 $39,500,000 99.590% ----------------------------------------------------------------------------------------------------- SCHEDULE B LIST OF SERVICING AGREEMENTS 1. Alternative Servicing Agreement dated October 16, 2001, as amended, between The Pennsylvania Higher Education Assistance Agency and The First Marblehead Corporation. 2. Non-FFELP Loan Servicing Agreement dated as of ~~the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx~~May 1, ~~00xx Xxxxx Xxxxxxxxx~~2003 between Great Lakes Educational Loan Services, ~~Xxxxxxxxx 00000-0000 RE: TriNet Group~~Inc. and The First Marblehead Corporation. 3. Loan Servicing Agreement dated August 1, 2001, as amended, between Nelnet, Inc. (~~the "Company"~~formerly known as Nelnet Loan Services, Inc.) ~~Ladies & Gentlemen:~~ and The ~~undersigned is an owner of record~~ First Marblehead Corporation. SCHEDULE C LIST OF STUDENT LOAN PURCHASE AGREEMENTS Each Student Loan Purchase Agreement, as amended or ~~beneficially of certain shares of Common Stock~~ supplemented, in connection with each of the ~~Company ("Common Stock") or securities convertible~~ loan programs listed below, entered into ~~or exchangeable or exercisable for Common Stock~~between each of the loan originators listed below and The First Marblehead Corporation as follows: 1. Bank One, N.A. 2. Charter One Bank, N.A. 3. Bank of America, N.A. 4. Chase Manhattan Bank USA, N.A. 5. Citizens Bank of Rhode Island 6. First National Bank Northeast 7. GMAC Bank 8. HSBC Bank USA 9. The ~~Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters~~Huntington National Bank 10. ~~The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations~~National City Bank 11. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Sun Trust Bank

Appears in 1 contract

Samples: Underwriting Agreement (National Collegiate Student Loan Trust 2004-1)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by ---------------------------- and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among~~ between the ~~Company, the Selling Stockholder~~ Company and the several U.S. Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~HYPERION TELECOMMUNICATIONS, INC. By: ~~________________________~~------------------------------------------- Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. XXXXX XXXXXX INC. CREDIT SUISSE FIRST BOSTON CORPORATION NATIONSBANC XXXXXXXXXX SECURITIES LLC As Representatives of the Several U.S. Underwriters By XXXXX XXXXXX INC. By: ------------------------------------------- Name: Title: SCHEDULE I HYPERION TELECOMMUNICATIONS INC. U.S. Underwriter Number of Firm Shares ---------------- --------------------- Xxxxx Xxxxxx Inc. Credit Suisse First Boston Corporation NationsBanc Xxxxxxxxxx Securities LLC ________________ TOTAL SCHEDULE II Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. ~~XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY~~Xxxxxxxx Xxxxxxx X Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxxx SCHEDULE III ------------ SUBSIDIARIES ------------ SCHEDULE IV ------------ JOINT VENTURES -------------- EXHIBIT A --------- LIST OF EMPLOYEE PENSION AND BENEFIT ------------------------------------ PLANS OF HYPERION TELECOMMUNICATIONS, INC. ~~XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO~~------------------------------------------ AND ITS SUBSIDIARIES -------------------- EXHIBIT B --------- FORM OF OPINION OF XXXXXXXX INGERSOLL ------------------------------------- 1. ~~INCORPORATED Acting as Representatives~~ Each of the ~~several Underwriters~~ Company and the Subsidiaries is duly organized and validly existing as a corporation or limited liability company in good standing under the laws of its jurisdiction of formation, as applicable, and has all requisite corporate or limited liability company power and authority to carry on its business as it is being conducted and as described in the Registration Statement and the Prospectuses and to own, lease and operate its properties, and is duly qualified and in good standing as a foreign corporation or limited liability company, as applicable, authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not, singly or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole (~~including themselves) identified~~ a "Material Adverse Effect"). 2. Each of the Joint Ventures has been duly incorporated or formed as a corporation, general partnership, limited partnership or limited liability company under the laws of its jurisdiction of incorporation or formation, as applicable, and has all requisite corporate, partnership or limited liability company power and authority to own, lease, and operate its properties and to conduct its business as described in ~~Schedule I annexed hereto~~the Prospectuses, and is duly qualified to transact business as a foreign corporation, general partnership, limited partnership or limited liability company, as applicable, in each jurisdiction in which the character of the business being conducted by it or the location of the property owned by it makes such qualification necessary, except where the failure to so qualify, singly or in the aggregate, would not have a Material Adverse Effect. ~~By: ________________________________________ Authorized Representative Trinet Group~~Each Joint Venture that is a corporation, ~~Inc. Schedule I Number~~ limited partnership or limited liability company is validly existing and is in good standing under the laws of ~~Firm Name~~ its jurisdiction of ~~Underwriter~~ incorporation or formation, as applicable. 3. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. All of the outstanding shares of capital stock of the Company is as set forth in the Prospectuses under the caption "Capitalization." The authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in the Prospectuses under the caption "Description of Capital Stock." 4. All the shares of capital stock of the Company outstanding prior to the issuance of the Shares to ~~-------------------~~ be ~~Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company~~issued and sold by the Company pursuant to the Underwriting Agreements have been duly authorized and validly issued, ~~Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X.~~ and ~~Xxxxxxx X. Xxxxxxx, Xxxxxx~~ are fully paid and ~~Xxxxxx, Trustees~~ nonassessable. 5. The Underwritten Shares to be issued and sold to the U.S. Underwriters and Managers by the Company under the U.S. Underwriting Agreement and the International Underwriting Agreement have been duly authorized and when issued and delivered to the U.S. Underwriters and Managers against payment therefor in accordance with the terms of the ~~Xxxxxxx Trust dated 7-16-95 Xxxx~~U.S. Underwriting Agreement and the International Underwriting Agreement, ~~Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein~~will be validly issued, ~~Xxxxxxx X. Xxxxx~~fully paid and nonassessable and free of any (A) preemptive rights or (B) to the best knowledge of such counsel after reasonable inquiry, ~~Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X.~~ similar rights that entitle or will entitle any person to acquire any Class A Common Stock upon the issuance thereof by the Company. 6. The Adelphia New Shares (as defined in the Prospectuses) have been duly authorized and ~~Xxxxxx X., Husband~~ when issued and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees delivered to the Parent against payment therefor in accordance with the terms of the ~~Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran~~Adelphia Share Purchase Agreement or the Adelphia Note Contribution Agreement, ~~Manju Xxxxxxxxx~~as the case may be, ~~Xxxxx Xxxxxxx~~will be validly issued, ~~Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx~~fully paid and nonassessable and free of (A) preemptive rights or (B) to the best knowledge of such counsel after reasonable inquiry, ~~Xxxxxxx Xxxxxx~~similar rights that entitle or will entitle any person to acquire any shares of Class A Common Stock upon the issuance thereof by the Company. 7. The Additional MCI Warrants (as defined in the Prospectuses) have been duly authorized and, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative when executed and delivered pursuant to the terms of the ~~Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx~~Warrant Agreement (the "MCI Warrant Agreement"), ~~00xx Xxxxx Xxxxxxxxx~~dated June 13, ~~Xxxxxxxxx 00000-0000 RE: TriNet Group~~1997, between the Company and MCImetro Access Transmission Services, Inc. (~~the~~ "~~Company~~MCI"~~) Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock~~ ), will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). 8. The maximum number of Shares issuable upon exercise of the Additional MCI Warrants has been duly authorized and reserved for issuance by the Company at the time and in the manner required by the MCI Warrant Agreement and, upon (i) due exercise of the Additional MCI Warrants and (ii) delivery of Shares upon such exercise, in each case, in accordance with the terms of the Additional MCI Warrants and the MCI Warrant Agreement, such Shares will be validly issued, fully paid and nonassessable. 9. Upon due issuance of the Additional MCI Warrants, the Company will have satisfied its obligation to issue "~~Common Stock"~~Additional Initial Warrants" (as such term is defined in the MCI Warrant Agreement) under Section 2.2 of the MCI Warrant ----------- Agreement. 10. The Adelphia Warrant (as defined in the Prospectuses) has been duly authorized and, when executed and delivered pursuant to the terms of the MCI Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or ~~securities convertible into~~ in equity). 11. The maximum number of Shares issuable upon exercise of the Adelphia Warrant has been duly authorized and reserved for issuance by the Company and, upon (i) due exercise of the Adelphia Warrant and (ii) delivery of Shares upon such exercise, in each case, in accordance with the terms of the Adelphia Warrant, such Shares will be validly issued, fully paid and nonassessable. 12. The form of certificates for the Underwritten Shares and the Adelphia New Shares conforms to the requirements of the Nasdaq National Market and the Delaware General Corporation Law. 13. The Registration Statement and all post-effective amendments, if any, have become effective under the Act and, to the best knowledge of such counsel after reasonable inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending before or ~~exchangeable or exercisable for Common Stock~~contemplated by the Commission; and any required filing of the Prospectuses pursuant to Rule 424(b) has been made in accordance with Rule 424(b). 14. The Company ~~proposes to carry out a public offering of Common Stock (~~has the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full corporate power and authority to enter into ~~this~~ the U.S. Underwriting Agreement and the International Underwriting Agreement and to issue, sell and deliver the Shares to be sold by it to the U.S. Underwriters and Managers as provided therein, and each of the U.S. Underwriting Agreement and the International Underwriting Agreement have been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement ~~and acknowledges that this agreement is~~ of the Company, enforceable against the ~~undersigned~~ Company in accordance with its terms, except that (A) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws not or hereafter in effect relating to creditors' rights generally, (B) the ~~Representative. This agreement is irrevocable~~ remedy of specific performance and ~~will~~ other forms of equitable relief may be ~~binding on~~ subject to certain equitable defenses and to the ~~undersigned and the respective successors, heirs, personal representatives, and assigns~~ discretion of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- Signature ----------------------------------------------------- Printed Name of Person Signing court before which the proceedings may be brought and (C) rights to indemnity and ~~indicate capacity of person signing if signing as custodian, trustee,~~ contribution thereunder may be limited by Federal or ~~on behalf of an entity) Exhibit B Selected Provisions Use of Proceeds:~~ state securities laws or the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------public policy underlying such laws.

Appears in 1 contract

Samples: u.s. Underwriting Agreement (Hyperion Telecommunications Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed exclusively in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~New York. Each party hereto agrees to submit to the personal jurisdiction and venue of the State and/or federal courts located in New York, New York, for resolution of all disputes arising out of, in connection with, or by reason of the interpretation, construction, and enforcement of this agreement, and hereby waives the claim or defense therein that such courts constitute an inconvenient forum. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the Company, the Selling ~~Stockholder~~ Shareholders and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~DXP ENTERPRISES, INC. By: ~~________________________________________~~ ------------------------------------- Davix X. Xxxxxx ~~Xxxxxxx~~Chairman of the Board, Chief Executive Officer and President ~~THE SELLING STOCKHOLDER:~~ Each of the Selling Shareholders named in Schedule I hereto By: ~~________________________________________~~ ------------------------------------- Davix X. Xxxxxx, Attorney-in-Fact By: ~~________________________________________~~ ------------------------------------- Gary X. Xxxxxxx, Attorney-in-Fact ~~The foregoing Underwriting Agreement is hereby confirmed and accepted~~ Confirmed as of the date first above ~~written~~mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. 25 28 J.P. XXXXXX ~~X. XXXXX~~ & ~~CO. INCORPORATED XXXXXXXXX & COMPANY~~XOMPANY, L.L.C. MILLENNIUM FINANCIAL GROUP, INC. ~~XXXX XXXXX XXXX XXXXXX~~HD BROUX & XO., ~~INCORPORATED By: XXXXXX X. XXXXX & CO~~INC. ~~INCORPORATED Acting as~~ As Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters ~~c/o Xxxxxx X. Xxxxx~~ J.P. XXXXXX & ~~Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx~~XOMPANY, ~~00xx Xxxxx Xxxxxxxxx~~L.L.C. MILLENNIUM FINANCIAL GROUP, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common StockINC. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- Signature ----------------------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodianBy: ---------------------------------- ---------------------------------- Willxxx Xxxxx, ~~trustee~~Xxesident As Its: ------------------------------ HD BROUX & XO., ~~or on behalf of an entity) Exhibit B Selected Provisions Use of Proceeds~~INC. By: ~~the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources~~---------------------------------- As Its: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. -------------------------------------------------------------------------------------

Appears in 1 contract

Samples: Underwriting Agreement (DXP Enterprises Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin~~ New York applicable to contracts made and to be performed within the State of New York without ~~reference~~ giving effect to the choice of laws or conflict of ~~law~~ laws principles ~~thereunder~~thereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof or thereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among~~ between the ~~Company, the Selling Stockholder~~ Nelnet Funding and the ~~several~~ Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NELNET STUDENT LOAN FUNDING, ~~INC.~~ LLC By: Nelnet Student Loan Management Corporation, as Manager and Special Member By: ________________________ Name: Title: Confirmed as of the date first above mentioned. [UNDERWRITER], acting on behalf of itself and as Representative of the Underwriters By: _____________________ ~~Xxxxxx Xxxxxxx~~Name: Title: [UNDERWRITER], ~~President THE SELLING STOCKHOLDER:~~ acting on behalf of itself and as Representative of the Underwriters By: ______________________~~_________________~~_ ~~Attorney-in-Fact By~~Name: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as~~ Title: SCHEDULE A --------------- --------------- -------------- -------------- --------------- --------------- -------------- ---------------- Class of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- Signature ----------------------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit Notes [Underwriter] [Underwriter] [Underwriter] [Underwriter] [Underwriter] [Underwriter] TOTAL --------------- --------------- -------------- -------------- --------------- --------------- -------------- ---------------- Class A-1 $ $ $ $ $ $ $ --------------- --------------- -------------- -------------- --------------- --------------- -------------- ---------------- Class A-2 $ $ $ $ $ $ $ --------------- --------------- -------------- -------------- --------------- --------------- -------------- ---------------- Class A-3 $ $ $ $ $ $ $ --------------- --------------- -------------- -------------- --------------- --------------- -------------- ---------------- Class B ~~Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph.~~ $ $ $ $ $ $ $ --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. --------------------------------------------------------------------- -------------- -------------- --------------- --------------- -------------- ---------------- Total $ $ $ $ $ $ $ --------------- --------------- -------------- -------------- --------------- --------------- -------------- ----------------

Appears in 1 contract

Samples: Underwriting Agreement (Nelnet Student Loan Funding LLC)

Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, each of the Selling ~~Stockholder~~ Shareholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, ~~TRINET GROUP~~XXXX, XXXXXX & ASSOCIATES, INC. By: ___________________________________________________ Xxxxxx ~~Xxxxxxx~~X. Xxxxxx, ~~President~~ Chief Executive Officer THE SELLING ~~STOCKHOLDER~~SHAREHOLDERS: By: ___________________________________________________ Attorney-in-Fact By: ___________________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED ~~XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ [___________________________] By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I II annexed hereto. By: :_________________________________________________ Authorized Representative ~~Trinet Group~~XXXX, ~~Inc.~~ XXXXXX & ASSOCIATES, INC. Schedule I Number of Firm Number of Optional Shares Shares ------ ------ The Company _________ _________ The Selling Shareholders:. XXXX, XXXXXX & ASSOCIATES, INC. Schedule II Name of Underwriter Number of Firm -------------------- Shares to ~~-------------------~~ be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------........................

Appears in 1 contract

Samples: Underwriting Agreement (Hall Kinion & Associates Inc)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ substantive laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the ~~Company, the Selling Stockholder~~ Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC~~DLJ COMMERCIAL MORTGAGE CORP. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx~~Name: Title: Accepted at New York, ~~President THE SELLING STOCKHOLDER:~~ New York as of the date first written above. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION By: ____________________________~~___________~~_ ~~Attorney~~Name: Title: SCHEDULE I Principal or Notional Amount of Relevant Underwriter Class of Offered (and address) Class Certificates to be Purchased ------------- ----- ---------------------------- Xxxxxxxxx, Xxxxxx & Xxxxxxxx Class CP $482,300,000** Securities Corporation* Class S $838,800,140** 000 Xxxx Xxxxxx Class A-1A $125,000,000 New York, New York 10172 Class A-1B $466,300,000 Attention: N. Xxxxx XxXxxxx Class A-2 $50,400,000 Class A-3 $50,300,000 Class B-1 $41,900,000 Class B-2 $14,700,000 ---------- * Only Underwriter. ** Notional Amount. SCHEDULE II Registration Statement No. 333-in32019 Basic Prospectus dated February 17, 1998 Prospectus Supplement dated February 20, 1998 Title of Offered Certificates: Commercial Mortgage Pass-~~Fact By~~Through Certificates, Series 1998-CF1, Class CP, Class S, Class A-1A, Class A-1B, Class A-2, Class A-3, Class B-1, and Class B-2 Cut-off Date: ~~________________________________________ Attorney~~March 1, 1998 Closing: 10:00 a.m. on March 2, 1998 at the offices of Sidley & Austin 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Initial Aggregate Principal (or, in the case of Class CP and Class S Class Certificates, Notional) Initial Designation Amount of Class (1) Pass-~~in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted~~ Through Rate Purchase Price(2) Rating(3) ----------- ---------------------- ----------------- ----------------- --------- Class CP $482,300,000 0.9064% 4 03/64% AAA/AAA/Aaa Class S $838,800,140 0.7181% 2 30/64% AAA/AAA/Aaa Class A-1A $125,000,000 6.1400% 99 16/64% AAA/AAA/Aaa Class A-1B $466,300,000 6.4100% 100 02/64% AAA/AAA/Aaa Class A-2 $50,400,000 6.5900% 100 00/64% AA/AA/Aa2 Class A-3 $50,300,000 6.7000% 100 00/64% A/A/A2 Class B-1 $41,900,000 7.0600% 99 63/64% BBB/BBB/Baa2 Class B-2 $14,700,000 7.3300% 100 03/64% BBB-/NR/Baa3 (1) Subject to a variance of plus or minus 5% (2) Expressed as a percentage of the ~~date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY~~aggregate stated or notional amount, ~~INC. XXXX XXXXX XXXX XXXXXX~~as applicable, ~~INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives~~ of the ~~several Underwriters~~ relevant class of Offered Certificates to be purchased. The purchase price for each class of the Offered Certificates will include accrued interest at the initial Pass-Through Rate therefor on the aggregate stated or notional amount, as applicable, thereof to be purchased from the Cut-off Date to but not including the Closing Date. (~~including themselves~~3) ~~identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group~~By each of Standard & Poor's Ratings Services, Fitch IBCA, Inc. ~~Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company~~and Xxxxx'x Investors Services, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc.

Appears in 1 contract

Samples: Underwriting Agreement (DLJ Commercial Mortgage Corp)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the Company, ~~the Selling Stockholder~~ FUNB and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. By: ~~________________________________________ Xxxxxx Xxxxxxx,~~ ---------------------------------------- Name: William J. Cohane -------------------------------------- Title: Director/Vice President ~~THE SELLING STOCKHOLDER:~~ ------------------------------------- FIRST UNION NATIONAL BANK By: ~~________________________________________ Attorney-in-Fact By~~---------------------------------------- Name: ~~________________________________________ Attorney-in-Fact~~ Alan Kronovet -------------------------------------- Title: Vice President ------------------------------------- The foregoing ~~Underwriting~~ Agreement is hereby confirmed and accepted as of the date first above written. ~~XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY~~FIRST UNION SECURITIES, INC. ~~XXXX XXXXX XXXX XXXXXX~~By: ---------------------------------------- Name: F. Blake O'Connor -------------------------------------- Title: Vice Xxxxxxxxx ------------------------------------- MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED By: ~~XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~---------------------------------------- Nxxx: -------------------------------------- Title: ------------------------------------- GREENWICH CAPITAL MARKETS, INC. By: ~~________________________________________ Authorized Representative Trinet Group~~---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- SCHEDULE I UNDERWRITING AGREEMENT DATED DECEMBER 6, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------2001:

Appears in 1 contract

Samples: Underwriting Agreement (First Union Commercial Mortgage Securities Inc)

Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among~~ between the ~~Company, the Selling Stockholder~~ Company and the ~~several Underwriters, including the Representatives, all in accordance with its terms~~Underwriter. Very truly yours, ~~TRINET GROUP~~CONTINENTAL HOMES HOLDING CORP. By ........................ Name: Title: ACHETER, INC. ByBy ........................ Name: ~~________________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: ByCH MORTGAGE COMPANY By ........................ Name: ~~________________________________________ Attorney-in-Fact By~~Title: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written~~CHI CONSTRUCTION COMPANY By ........................ Name: Title: CHI FINANCE CORP. ~~XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY~~By ........................ Name: Title: CONTINENTAL HOMES, INC. ~~XXXX XXXXX XXXX XXXXXX~~By ........................ Name: Title: CONTINENTAL HOMES OF FLORIDA, ~~INCORPORATED By~~INC. By ........................ Name: Title: CONTINENTAL HOMES OF TEXAS, INC. By ........................ Name: Title: KDB HOMES, INC. By ........................ Name: Title: L&W INVESTMENTS INC. By ........................ Name: Title: XXXXXXX INVESTMENTS, INC. By ........................ Name: Title: MILTEX FINANCIAL IV GENERAL PARTNERSHIP By ........................ Name: Title: 47 MILTEX MANAGEMENT, INC. By ........................ Name: Title: MILTEX MORTGAGE OF TEXAS LIMITED PARTNERSHIP By ........................ Name: Title: RANCHO XXXXXXX, INC. By ........................ Name: Title: R.O.S. CORPORATION By ........................ Name: Title: SETTLEMENT CORPORATION By ........................ Name: Title: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------COUNTY TITLE COMPANY

Appears in 1 contract

Samples: Underwriting Agreement (L & W Investments Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the Company, the ~~Selling Stockholder~~ Operating Partnership and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ BRANDYWINE REALTY TRUST By: ~~________________________________________~~ /s/ Xxxxxx ~~Xxxxxxx~~X. Xxxxxxx --------------------------------------------------- Xxxxxx X. Xxxxxxx President and Chief Executive Officer BRANDYWINE OPERATING PARTNERSHIP, ~~President THE SELLING STOCKHOLDER:~~ L.P. By: ~~________________________________________ Attorney-in-Fact~~ Brandywine Realty Trust, its general partner By: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed~~ /s/ Xxxxxx X. Xxxxxxx -------------------------------------------- Xxxxxx X. Xxxxxxx President and ~~accepted~~ Chief Executive Officer Confirmed as of the date first above ~~written~~mentioned. XXXXX XXXXXX ~~X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY,~~ INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXX XXXXX XXXX XXXXXX, INCORPORATED ~~By:~~ XXXXXXX LYNCH, PIERCE, XXXXXX X. & XXXXX ~~& CO.~~ INCORPORATED ~~Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~NATIONSBANC XXXXXXXXXX SECURITIES, INC. By: ~~________________________________________ Authorized Representative Trinet Group, Inc. Schedule~~ XXXXX XXXXXX INC. By: /s/ Xxxx X. Xxxxxxxxx ---------------------------- Xxxx X. Xxxxxxxxx Managing Director SCHEDULE I BRANDYWINE REALTY TRUST Number of Underwriter Firm ~~Name of Underwriter~~ Shares ~~to ------------------- be Purchased ------------~~ ----------- ----------- Xxxxx Xxxxxx ~~X. Xxxxx~~ Inc.......................................... 2,000,000 Xxxxxxxxx, Xxxxxx & ~~Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................~~ Xxxxxxxx Securities Corporation....... 2,000,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated~~................ Schedule II Lock-Up Agreements Xxxxxxxxxx~~...................... 2,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx ~~X. and~~ & Xxxxx Incorporated....................................... 2,000,000 NationsBanc Xxxxxxxxxx Securities LLC..................... 2,000,000 Total............................................. 10,000,000 ========== SCHEDULE 6(e) Subsidiaries of the Company See Attached BRANDYWINE REALTY TRUST SUBSIDIARIES (January 21, 1998) =================================================================================================================================== PARTNERS FOREIGN JURISDICTIONS IN PARTNERSHIP SUBSIDIARIES (Capital/Profits) WHICH QUALIFIED =================================================================================================================================== Brandywine Dominion, L.P., a Pennsylvania limited Brandywine Dominion, LLC partnership -- G.P. - 1% BOP -- L.P. - 99% None ----------------------------------------------------------------------------------------------------------------------------------- Brandywine I.S., L.P., a Pennsylvania limited Brandywine I.S., LLC -- partnership G.P. - 1% BOP -- L.P. 99% None ----------------------------------------------------------------------------------------------------------------------------------- Brandywine Operating Partnership, a Delaware limited BRT -- G.P. - 96.550% Maryland partnership BRT -- L.P. - 1.647% (1) New Jersey Class A (other than BRT) Ohio - L.P. - 1.803% Pennsylvania ----------------------------------------------------------------------------------------------------------------------------------- Brandywine P.M., L.P., a Pennsylvania limited Brandywine P.M., LLC -- partnership G.P. - 1% BOP -- L.P. 99% None ----------------------------------------------------------------------------------------------------------------------------------- Brandywine Realty Partners, a Pennsylvania general BOP -- G.P. - 70% / 98% partnership Outside partner -- 30% / None 2% ----------------------------------------------------------------------------------------------------------------------------------- Brandywine TB I, L.P., a Pennsylvania limited BRT TB I LLC -- G.P. - partnership 1% (7) BOP -- L.P. - 99% None ----------------------------------------------------------------------------------------------------------------------------------- Brandywine XX XX, L.P., a Pennsylvania limited BRT XX XX LLC -- G.P. - partnership 1% (8) BOP -- L.P. - 99% None ----------------------------------------------------------------------------------------------------------------------------------- Brandywine TB III, L.P., a Pennsylvania limited BRT TB III LLC -- G.P. - partnership 1% (9) BOP -- L.P. - 99% None ----------------------------------------------------------------------------------------------------------------------------------- C/N Iron Run Limited Partnership III, a Pennsylvania BOP -- G.P. - 2% / 2% limited partnership BOP -- L.P. - 87% / 97% TNC -- L.P. - 11% / 1% None ----------------------------------------------------------------------------------------------------------------------------------- C/N Leedom Limited Partnership II, a Pennsylvania BOP -- 89% / 99% limited partnership SSI -- L.P. - 11% / 1% None (6) ----------------------------------------------------------------------------------------------------------------------------------- C/N Oaklands Limited Partnership I, a Pennsylvania WOP -- G.P. - 88.9% / limited partnership 98.9% BOP -- L.P. - .1% / .1% TNC -- L.P. - 11% / 1% None (4) ----------------------------------------------------------------------------------------------------------------------------------- C/N Oaklands Limited Partnership III, a Pennsylvania BOP -- L.P. - 89% / 99% limited partnership TNC -- L.P. - 11% / 1% None ----------------------------------------------------------------------------------------------------------------------------------- Fifteen Horsham, L.P., a Pennsylvania limited WOP -- G.P. - 1% (2) partnership BOP -- L.P. 1% (3) WOP -- L.P. - 98% None ----------------------------------------------------------------------------------------------------------------------------------- Iron Run Limited Partnership V, a Pennsylvania limited BOP -- L.P. - 89% / 99% partnership TNC -- L.P. - 11% / 1% None ----------------------------------------------------------------------------------------------------------------------------------- LC/N Horsham Limited Partnership, a Pennsylvania WOP -- G.P. - 88.9% / limited partnership 98.9% BOP -- L.P. - .1% / .1% TNC -- L.P. - 11% / 1% None ----------------------------------------------------------------------------------------------------------------------------------- LC/N Xxxxx Valley Limited Partnership I, a WOP -- G.P. - 88.9% / Pennsylvania limited partnership 98.9% BOP -- L.P. - .1% / .1% TNC -- L.P. - 11% / 1% None =================================================================================================================================== =================================================================================================================================== PARTNERS FOREIGN JURISDICTIONS IN PARTNERSHIP SUBSIDIARIES (Capital/Profits) WHICH QUALIFIED =================================================================================================================================== Newtech III Limited Partnership, a Pennsylvania WOP -- G.P. - 88.9% / limited partnership 63.9% BOP -- L.P. - .1% / .1% TNC -- L.P. - 11% / 1% N.E. Leasing -- 0% / 35% None (5) ----------------------------------------------------------------------------------------------------------------------------------- Newtech IV Limited Partnership, a Pennsylvania limited WOP -- G.P. - 88.9% / partnership 98.9% BOP -- L.P. - .1% / .1% TNC -- L.P. - 11% / 1% None ----------------------------------------------------------------------------------------------------------------------------------- Xxxxxxx ~~X. Xxxxxxx~~Lansdale Limited Partnership III, a WOP -- G.P. - 88.9% / Pennsylvania limited partnership 98.9% BOP -- L.P. - .1% / .1% TNC -- L.P. - 11% / 1% ----------------------------------------------------------------------------------------------------------------------------------- Xxxxxx ~~and~~ Operating Partnership I, L.P., a Delaware Brandywine Xxxxxx, ~~Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE~~ LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. - New Jersey limited partnership - G.P. - 1%/1% Pennsylvania BOP -- L.P. - 99%/99% =================================================================================================================================== 1. BRT and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet GroupBrandywine Holdings I, Inc. (a Pennsylvania corporation and a wholly-owned subsidiary of BRT) collectively own Class A Units that constitute the percentage shown above. 2. Brandywine Xxxxxx, LLC (a Pennsylvania limited liability company and a wholly-owned subsidiary of BOP) is General Partner of WOP with a 1%/1% interest. 3. Brandywine Operating Partnership ("~~Company~~BOP") ~~Ladies & Gentlemen:~~ is a Delaware limited partnership. 4. The ~~undersigned is an owner of record or beneficially of certain shares of Common Stock of the~~ Xxxxxxx Company ("~~Common Stock~~TNC") ~~or securities convertible into or exchangeable or exercisable for Common Stock~~is a Pennsylvania corporation. ~~The Company proposes~~ 5. N. E. Leasing is not an affiliate. N.E. Leasing is entitled to ~~carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative")~~ 35% of the ~~underwriters~~partnership's residual cash flow. ~~The undersigned recognizes that~~ "Residual Cash Flow" upon the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements sale of the ~~undersigned contained in this letter in carrying out~~ property equals the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than gross sales price less (i) ~~as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction~~outstanding indebtedness, (ii) ~~as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction,~~ reserves and (iii) ~~with respect to Dispositions~~ repayment of ~~Common Stock acquired on the open market~~capital and accrued equity of WOP, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. BRT Xxxxxx and ~~the eleventh paragraph~~ TNC (estimated to equal $1,338,468 as of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the firstJuly 1, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------1996).

Appears in 1 contract

Samples: Underwriting Agreement (Brandywine Realty Trust)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company~~Fund, the ~~Selling Stockholder~~ Adviser, the Sub-Adviser and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP,~~ XXXXXXXXX XXXXXX REALTY INCOME FUND INC. By: ~~________________________________________~~ /s/ Xxxxxx ~~Xxxxxxx,~~ Xxxxx --------------------------------- Name: Xxxxxx Xxxxx Title: Vice President ~~THE SELLING STOCKHOLDER:~~ XXXXXXXXX XXXXXX MANAGEMENT INC. By: ~~________________________________________ Attorney-in-Fact~~ /s/ Xxxxxx Xxxxx --------------------------------- Name: Xxxxxx Xxxxx Title: Senior Vice President XXXXXXXXX XXXXXX, LLC By: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted~~ /s/ X. X. Xxxxxx --------------------------------- Name: Xxxxxx Xxxxxx Title: Senior Vice President Confirmed as of the date first above ~~written~~written on behalf of themselves and the other several Under- writers named in Schedule I hereto. ~~XXXXXX X. XXXXX~~ AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS X.X. XXXXXXX & ~~CO. INCORPORATED XXXXXXXXX & COMPANY~~SONS, INC. ~~XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ By: ~~XXXXXX~~ /s/ Xxxxxxx X. ~~XXXXX~~ Xxxxx --------------------------------- Name: Xxxxxxx Xxxxx Title: Director SCHEDULE I Underwriter Number of Shares ----------- ---------------- X.X. Xxxxxxx & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet GroupSons, Inc. ~~Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company~~6,140,000 Xxxxxxx Lynch, ~~Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx~~Pierce, Xxxxxx ~~X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx,~~ & Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Incorporated 4,100,000 Xxxxxx X. Xxxxx & Co. Incorporated ~~As Representative~~ 1,000,000 BB&T Capital Markets, a division of ~~the Several Underwriters c/o~~ 1,000,000 Xxxxx & Xxxxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Incorporated 1,000,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 1,000,000 Xxxxxx X. Xxxxxxxxxx Xxxxx LLC 1,000,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 1,000,000 McDonald Investments Inc., a KeyCorp Company 1,000,000 Xxxxxxx Xxxxx & Associates, Inc. 2,500,000 RBC Xxxx Xxxxxxxx Incorporated 1,000,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,000,000 U.S. Bancorp Xxxxx Xxxxxxx Inc. 1,000,000 Prudential Securities Incorporated 120,000 Wachovia Securities, Inc. 120,000 Advest, Inc. 60,000 Xxxxxxx, Xxxxxx & Co. 60,000 Xxxxxxxxx & Company LLC 60,000 X.X. Xxxxxxxx & Co. Inc. 60,000 Xxxxxxxxxx & Co. Inc. 60,000 First Southwest Company 60,000 Xxxxxxxx, Lemon & Co. Incorporated ~~000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group~~60,000 Xxxxxx Xxxxxx & Company, Inc. 60,000 Xxxxxx/Xxxxxx Incorporated 60,000 Xxxxxxx Xxxxxx Xxxxxx 60,000 Xxxxxxxx Inc. 60,000 Sterne, Agee & Xxxxx, Inc. 60,000 SunTrust Capital Markets, Inc. 60,000 Southwest Securities, Inc. 60,000 TD Waterhouse Investor Services, Inc. 60,000 Wedbush Xxxxxx Securities Inc. 60,000 Xxxxx Fargo Securities, LLC 60,000 Total 24,000,000 EXHIBIT A FORM OF XXXXXXXXXXX & XXXXXXXX OPINION 1. The Fund is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and is qualified to do business as a foreign corporation in the State of New York, which such counsel has been advised by an officer of the Fund is the only state in which the Fund maintains an office for the conduct of its business. 2. The Fund has the corporate power and authority to: (i) own its properties and conduct its business as described in the Registration Statement and the Prospectus; and (ii) execute, deliver, and perform its obligations under the Underwriting Agreement and the Fund Agreements. 3. To such counsel's knowledge, the Fund does not have any subsidiaries. 4. The common shares of the Fund, par value $.0001 per share (the "~~Company~~Common Shares") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes ), conform in all material respects as to ~~carry out a public offering of Common Stock (the "Offering") for which you will act~~ all statements as ~~the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit~~ to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned legal matters relating thereto contained in ~~this letter in carrying out~~ the ~~Offering and in entering into underwriting arrangements with the Company~~ Prospectus. No person is entitled to any preemptive or other similar rights with respect to the ~~Offering~~Common Shares. 5. ~~In consideration~~ The number of authorized Common Shares is as set forth in the Prospectus under the caption "Description of Shares -- Common Shares." All Common Shares that to such counsel's knowledge have been issued and are outstanding prior to the issuance of the ~~foregoing~~Firm Shares: (i) have been duly authorized, validly issued and are fully paid and non-assessable; and (ii) have been offered and sold by the ~~undersigned hereby agrees that~~ Fund in compliance with applicable law. 6. The Shares have been duly authorized for issuance and sale to the ~~undersigned~~ Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Fund pursuant to the Underwriting Agreement against payment of the consideration set forth in the Underwriting 55 Agreement, will ~~not~~be validly issued and fully paid and non-assessable. 7. The Registration Statement, ~~directly~~ including any Rule 462(b) Registration Statement, has become effective under the 1933 Act, any required filing of the Prospectus pursuant to Rule 497(c) or ~~indirectly~~Rule 497(h) has been made in the manner and within the time period required by Rule 497, ~~offer~~ and to ~~sell~~such counsel's knowledge, ~~contract to sell~~no stop order suspending the effectiveness of the Registration Statement or of any Rule 462(b) Registration Statement has been issued, or ~~otherwise sell~~proceedings therefor threatened by the Commission, ~~dispose of, loan, pledge or grant any rights~~ under the 1933 Act. 8. The Fund is duly registered with the Commission under the 1940 Act as a closed-end diversified management investment company. 9. Other than with respect to financial statements and related notes and schedules and any other financial, accounting and statistical information that is included or incorporated by reference in, or omitted from, the following documents, as to which such counsel need express no opinion: (~~collectively~~i) the Registration Statement, a including any Rule 462(b) Registration Statement and any Rule 430A Information, the Prospectus and any amendment or supplement thereto through the date hereof complied as to form in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations thereunder; and (ii) the Fund's notification of registration on Form N-8A complied as to form in all material respects with the requirements of the 1940 Act and the Rules and Regulations thereunder. 10. Insofar as the statements in the Prospectus under the captions "~~Disposition~~Description of Shares - Common Shares," "Tax Matters - General; Taxation of the Fund" and "Tax Matters - Taxation of the Fund's Shareholders" and in the Registration Statement under Item 29 (Indemnification) ~~any shares~~ constitute summaries of ~~Common Stock~~legal matters, ~~any options~~ provisions of the Fund's articles of incorporation or ~~warrants~~ by-laws or legal proceedings or legal conclusions referred to ~~purchase any shares of Common Stock or any securities convertible into or exchangeable~~ therein, those statements fairly present the information called for ~~shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or~~ with respect to those legal matters, documents, proceedings or conclusions. 11. To such counsel's knowledge, there is no action, suit, proceeding, inquiry or investigation by or before any court or governmental agency that is pending against the Fund or to which ~~such person has~~ any of its properties are subject or ~~hereafter acquires~~ that is threatened against the ~~power~~ Fund, which may reasonably be expected to result in a Material Adverse Effect or to materially and adversely affect the properties or assets of ~~disposition~~the Fund, ~~otherwise than~~ the consummation by the Fund of the transactions contemplated in the Underwriting Agreement or the performance by the Fund of its obligations thereunder. 12. The terms of the Underwriting Agreement and each of the Fund Agreements do not violate in any material respect any applicable provision of 1940 Act, the Rules and Regulations thereunder, the Advisers Act or the Advisers Act Rules and Regulations. 13. Neither the execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the Underwriting Agreement or the Fund Agreements, nor the issuance and sale of the Shares to the Underwriters and the use by the Fund of the proceeds thereof as provided by the Underwriting Agreement and as described in the Prospectus under the caption "Use of Proceeds": (i) ~~as a bona fide gift~~ violate the Fund's articles of incorporation or ~~gifts, provided the donee or donees thereof agree in writing to be bound by this restriction,~~ bylaws; (ii) as violate, breach or constitute a ~~distribution to partners~~ default or ~~shareholders~~ event of ~~such person, provided that the distributees thereof agree in writing to be bound by~~ default under the terms of ~~this restriction~~any agreement or instrument that is filed as an exhibit to the Registration Statement and to which the Fund is a party or by which its property may be bound, except for violations, breaches or defaults that would not have a Material Adverse Effect; (iii) ~~with respect~~ violate the laws of the United States, the States of Maryland and New York and The Commonwealth of Massachusetts that are, in such counsel's experience, applicable to ~~Dispositions~~ the transactions of ~~Common Stock acquired on~~ the ~~open market,~~ types covered by the Underwriting Agreement and the Fund Agreements (the "Covered Laws"); (iv) ~~with respect to sales or purchases of Common Stock acquired on~~ violates the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant terms of any ~~right (including~~order of any court, ~~without limitation~~governmental instrumentality, ~~any put~~ securities exchange or ~~call option) with respect~~ association or arbitrator specifically naming the Fund and known 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------such counsel or

Appears in 1 contract

Samples: Underwriting Agreement (Neuberger Berman Realty Income Fund Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and ---------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ California applicable to ~~conflict~~ contracts made and to be performed within the State of ~~law principles thereunder~~California. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among~~ between the ~~Company, the Selling Stockholder~~ Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NATIONWIDE HEALTH PROPERTIES, INC. /s/ X. XXXXX XXXXXXX By:_______________________________ Name: X. Xxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first above mentioned. XXXXX XXXXXX INC. XXXXXX XXXXXXX & CO. INCORPORATED By: _XXXXX XXXXXX INC. /s/ XXXXX XXXXXX By:_______________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as Managing Director SCHEDULE I ---------- Significant Subsidiaries of the ~~date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY~~Company --------------------------------------- (as such term is defined in Rule 405 of Regulation C under the Act) ------------------------------------------------------------------- National Health Properties Finance Corporation, a Delaware corporation SCHEDULE II ----------- NATIONWIDE HEALTH PROPERTIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of ~~Firm Name of~~ Underwriter ~~Shares to ------------------- be Purchased ------------~~ StREITs(SM) ----------- ----------- Xxxxx Xxxxxx ~~X. Xxxxx~~ Inc............................................. 500,000 Xxxxxx Xxxxxxx & Co. Incorporated~~.................. Xxxxxxxxx~~ ............................ 500,000 --------- Total................................................... 1,000,000 ========= ANNEX A ------- Opinion of O'Melveny & ~~Company, Inc............................ Xxxx~~ Xxxxx ~~Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X.~~ L.L.P. ----------------------------------- (i) The Company has been duly incorporated and ~~Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees~~ is validly existing in good standing under the laws of the ~~Xxxxxxx Trust dated 7-16-95 Xxxx~~State of Maryland. (ii) The Company has corporate power to own its properties and assets and to carry on its business as described in the Registration Statement and the Prospectus. (iii) To the best of such counsel's knowledge, ~~Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein~~the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees whether by reason of the ~~Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran~~ownership or leasing of property or the conduct of business, ~~Manju Xxxxxxxxx~~except where the failure to so qualify would not have a material adverse effect on the condition, ~~Xxxxx Xxxxxxx~~financial or otherwise, ~~Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx~~or the earnings, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record business affairs or ~~beneficially of certain shares of Common Stock~~ business prospects of the Company and its subsidiaries considered as one enterprise. (~~"Common Stock"~~iv) ~~or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out~~ Nationwide Health Properties Finance Corporation, a ~~public offering of Common Stock (~~Delaware corporation, has been duly incorporated and is validly existing in good standing under the ~~"Offering") for which you will act as the representative (the "Representative")~~ laws of the ~~underwriters. The undersigned recognizes that~~ jurisdiction of its incorporation with corporate power to conduct its business as currently conducted and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ~~Offering will be~~ ownership or leasing of ~~benefit~~ property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the ~~undersigned and will benefit~~ condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company ~~by, among other things, raising additional capital for~~ and its ~~operations. The undersigned acknowledges that you~~ subsidiaries considered as one enterprise; and ~~the other underwriters are relying on the representations and agreements~~ all of the ~~undersigned contained in this letter in carrying out~~ issued and outstanding capital stock of Nationwide Health Properties Finance Corporation has been duly authorized and validly issued, is fully paid and non- assessable and, except for directors' qualifying shares, is owned by the ~~Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not~~Company, directly or ~~indirectly~~through subsidiaries, ~~offer to sell~~free and clear of any security interest, ~~contract to sell~~mortgage, pledge, lien, encumbrance, claim or ~~otherwise sell~~equity. (v) The execution, ~~dispose of~~delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Company, ~~loan, pledge or grant any rights with respect to~~ and has been duly executed and delivered by the Company. (~~collectively, a "Disposition"~~vi) ~~any~~ The Company has an authorized capitalization as set forth in the Prospectus. All of the issued shares of ~~Common Stock~~capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. The Shares have been duly authorized and, ~~any options or warrants~~ when issued and delivered to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or the Underwriters against payment therefor in accordance with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this ~~restriction~~Agreement, will be validly issued, fully paid and nonassessable, and will not be subject to any preemptive or similar rights. The StREITs/SM/ conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. (~~iii~~vii) The form of certificates for the Shares conform to the requirements of the Maryland General Corporation Law. (viii) The Registration Statement has been declared effective under the Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b) has been made in accordance with ~~respect to Dispositions of Common Stock acquired on the open market~~Rule 424(b). (ix) The Registration Statement, ~~(iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing~~ on the date ~~hereof~~ it became effective, appeared on its face to comply in all material respects with the requirements as to form for registration statements on Form S-3 under the Act and ~~continuing to a date 180 days after~~ the related rules and regulations in effect at the date of effectiveness, except no opinion need be expressed concerning the ~~final prospectus~~ financial statements and other financial information contained or incorporated by reference therein or any Statement of Eligibility of any trustee on Form T-1 filed as an exhibit thereto. (x) Each of the Incorporated Documents (other than the financial statements and other financial data included or incorporated by reference therein, as to which no opinion need be rendered) on the respective dates they were filed, appeared on their face to comply in all material respects with the Exchange Act and the rules and regulations thereunder in effect at the respective dates of their filing. (xi) The statements in the Prospectus under the captions "Description of StREITs(SM)", "Description of Preferred Stock" and "Certain Federal Income Tax Considerations", to the extent that they constitute matters of law, summaries of legal matters or documents, or legal conclusions, have been reviewed by such counsel and are correct in all material respects. (xii) No order, authorization, consent, permit or approval of any governmental authority is required on the part of the Company for the ~~Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder~~ consummation of the ~~Securities from engaging~~ transactions contemplated by this Agreement, except such as may be required under the Act or the Exchange Act or state securities or Blue Sky laws. (xiii) The Company is not an "investment company" within the meaning of the Investment Company Act. (xiv) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in ~~any hedging~~ the Registration Statement or the Prospectus, other ~~transaction which is designed to~~ than those disclosed therein. (xv) To the best of such counsel's knowledge, except as otherwise stated or ~~reasonably expected to lead to~~ incorporated by reference in the Prospectus, the Company's execution and delivery of and performance of its obligations under this Agreement do not (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a ~~Disposition~~ party or which the Company or any subsidiary may be bound, (B) result in any violation of ~~Securities during~~ the ~~Lock-up Period~~provisions of the charter or bylaws of the Company or (C) result in any violation of any applicable law, ~~even if such Securities~~ administrative regulation or administrative or court decree the effect of which would be ~~disposed~~ material to the Company and its subsidiaries taken as a whole. (xvi) Such counsel does not know of ~~by someone other than such holder. Such prohibited hedging~~ any contract or other document required to be described or referred to in the Registration Statement or the Prospectus or to be filed or incorporated by reference as an exhibit to the Registration Statement or any Incorporated Document that are not described or referred to or filed or incorporated by reference as an exhibit thereto. (xvii) Based upon current law, including relevant statutes, regulations and judicial and administrative precedent (which is subject to change on a retroactive basis), and subject to all of the limitations, qualifications, conditions and factual assumptions set forth herein, the Company has qualified as a REIT under the Code, for each taxable year commencing with its taxable year ended December 31, 1993, and the organization and method of operation of the Company and each of its subsidiaries will enable the Company to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 1997 and each taxable year thereafter. However, such counsel may state that they are unable to opine whether the Company will actually continue to qualify as a REIT because such qualification will depend on future transactions ~~would include~~and events that cannot be known at the date of such opinion. (xviii) In connection with such counsel's participation in the preparation of the Registration Statement and the Prospectus, ~~without limitation~~such counsel has not independently verified the accuracy, completeness or fairness of the statements contained or incorporated therein, and the limitations inherent in the examination made by such counsel and the knowledge available to such counsel are such that such counsel is unable to assume, and does not assume, any ~~short sale (whether~~ responsibility for such accuracy, completeness or fairness. However, on the basis of such counsel's review and participation in conferences in connection with the preparation of the Registration Statement and the Prospectus, and relying as to materiality to a large extent upon opinions of officers and other representatives of the Company, such counsel does not ~~against~~ believe that the ~~box)~~ Registration Statement as of its effective date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and such counsel does not believe that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any ~~purchase~~untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, ~~sale~~ in light of the circumstances under which they were made, not misleading. However, such counsel expresses no opinion or ~~grant of any right (including, without limitation, any put or call option) with respect~~ belief as to any ~~Securities~~ document filed by the Company under the Exchange Act, whether before or ~~with respect to any security (other than a broad-based market basket or index) that includes~~after the effective date of the Registration Statement, ~~relates to or derives any significant part of its value from Securities. The undersigned also agrees and consents~~ except to the ~~entry of stop transfer instructions~~ extent that any such document is an Incorporated Document read together with the ~~Company's transfer agent~~ Registration Statement or the Prospectus and ~~registrar against~~ considered as a whole, nor does such counsel express any opinion or belief as to the ~~transfer of Securities held~~ exhibits, financial statements and other financial and statistical information contained or incorporated by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information reference in the ~~----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and~~ Registration Statement, the ~~eleventh paragraph of this section. Management-- Board Composition:~~ Prospectus or the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Incorporated Documents.

Appears in 1 contract

Samples: Underwriting Agreement (Nationwide Health Properties Inc)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed ~~in accordance with~~ under the ~~internal~~ laws of the State of ~~Wisconsin~~ New York without ~~reference~~ regard to the conflict of law principles ~~thereunder~~(other than Title 14 of Article 5 of the New York General Obligations Law). This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the ~~Company, the Selling Stockholder~~ Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: ~~________________________________________ Xxxxxx Xxxxxxx,~~ /s/ Charles Y. Lee -------------------------------------- Name: Charles Y. Lee Title: Vice President ~~THE SELLING STOCKHOLDER:~~ By: ~~________________________________________ Attorney-in-Fact By~~/s/ Boris Zhuravel -------------------------------------- Name: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed~~ Boris Zhuravel Title: Vice President Confirmed and accepted in New York, New York as of the date first above written. ~~XXXXXX X. XXXXX & CO~~DEUTSCHE BANK SECURITIES INC. ~~INCORPORATED XXXXXXXXX & COMPANY~~By: /s/ Charles Y. Lee ----------------------------------- Name: Charles Y. Lee Title: Vice Presxxxxx Xx: /x/ Boris Zhuravel ----------------------------------- Name: Boris Zhuravel Title: Vice Presxxxxx XXXXXXOUP GLOBAL MARKETS INC. By: /s/ Angela J. Vleck ----------------------------------- Name: Angela J. Vleck Title: Managing Xxxxxxxx XXXDIT SUISSE SECURITIES (USA) LLC By: /s/ Reese Mason ----------------------------------- Name: Reese Mason Title: Managing Dirxxxxx XXXTRUST ROBINSON HUMPHREY, INC. ~~XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ By: ~~XXXXXX X. XXXXX~~ /s/ Xxxxxx Xxxxxxx ----------------------------------- Name: Robert Kennedy Title: Managing Xxxxxxxx Xxknowledged and agreed solely as to Section 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Charles Y. Lee ----------------------------------- Name: Charles Y. Lee Title: Vice Presxxxxx Xx: /s/ Boris Zhuravel ----------------------------------- Name: Boris Zhuravel Title: Vice Presxxxxx EXHIBIT A FIRST PAGE OF EACH FREE WRITING PROSPECTUS FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION STATEMENT NO.: 333-130390 The information in this free writing prospectus is not complete and may be amended prior to the time of sale. This free writing prospectus is not an offer to sell or the solicitation of an offer to purchase these securities, nor will there be any sale of these securities, in any jurisdiction where that offer, solicitation or sale is not permitted. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED NOVEMBER 7, 2007 MAY BE AMENDED OR COMPLETED PRIOR TO SALE $1,853,970,000 (Approximate) CD 2007-CD5 Commercial Mortgage Pass-Through Certificates ---------- Citigroup Global Markets Realty Corp. German American Capital Corporation Artesia Mortgage Capital Corporation Sponsors and Mortgage Loan Sellers CWCapital LLC SunTrust Bank Mortgage Loan Sellers Deutsche Mortgage & COAsset Receiving Corporation Depositor CD 2007-CD5 Mortgage Trust Issuing Entity The CD 2007-CD5 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in, and represent obligations of, the issuing entity only. ~~INCORPORATED Acting~~ The trust's assets will primarily be 161 fixed-rate mortgage loans secured by first liens on 258 commercial, multifamily and manufactured housing community properties. The CD 2007-CD5 Commercial Mortgage Pass-Through Certificates are not obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of certificates will receive distributions of interest, principal or both, four business days following the determination date in each month, commencing December 17, 2007. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as ~~Representatives~~ described in this free writing prospectus under "Description of the ~~several Underwriters~~ Offered Certificates--Subordination." Certain characteristics of the certificates offered in this free writing prospectus include: Approximate Initial Initial Certificate Pass- Assumed Final Rated Final or Notional Through Distribution Distribution Anticipated Ratings Class Balance(2) Rate Date(3) Date(3) Fitch/Moody's/S&P(1) -------------- ------------ ----------- ------------------ ----------------- -------------------- Class A-1(5) $ 42,300,000 (7) July 15, 2012 November 15, 2044 AAA/Aaa/AAA Class A-2(5) $ 89,000,000 (7) October 15, 2012 November 15, 2044 AAA/Aaa/AAA Class A-3(5) $ 39,400,000 (7) November 15, 2014 November 15, 2044 AAA/Aaa/AAA Class A-AB(5) $ 51,700,000 (7) October 15, 2016 November 15, 2044 AAA/Aaa/AAA Class A-4(5) $000,000,000 (7) August 15, 2017 November 15, 2044 AAA/Aaa/AAA Class A-1A(0) $000,000,000 (7) September 15, 2017 November 15, 2044 AAA/Aaa/AAA Class AM-FX(0) $000,000,000 (7) September 15, 2017 November 15, 2044 AAA/Aaa/AAA Class A-MA(5) $ 40,693,000 (7) October 15, 2017 November 15, 2044 AAA/Aaa/AAA Class AJ-FX(0) $000,000,000 (7) October 15, 2017 November 15, 2044 AAA/Aaa/AAA Class A-JA(5) $ 26,959,000 (7) October 15, 2017 November 15, 2044 AAA/Aaa/AAA Class B $ 20,942,000 (7) November 15, 2017 November 15, 2044 AA+/Aa1/AA+ Class C $ 20,942,000 (7) November 15, 2017 November 15, 2044 AA/Aa2/AA ---------- (Footnotes to table to begin on page S-4) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. Investing in the certificates offered in this free writing prospectus involves risks. See "Risk Factors" beginning on page S-45 of this free writing prospectus and page 10 of the accompanying prospectus. Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are co-lead managers and are acting as joint bookrunning managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 50.7% of each class of offered certificates and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to 49.3% of each class of offered certificates. SunTrust Robinson Humphrey, Inc. and Credit Xxxxxx Xxxxxxxxxs (USA) LLC are acting as co-managers of the offering. The underwriters will offer the certificates offered in this free writing prospectus in the amounts to be set forth in the prospectus supplement to the public in negotiated transactions at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc. and Credit Xxxxxx Xxxxxxxxxs (USA) LLC are required to purchase the certificates offered in this free writing prospectus (in the amounts to be set forth in the prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. Deutsche Mortgage & Asset Receiving Corporation expects to receive from the sale of the certificates offered in this free writing prospectus approximately % of the initial aggregate certificate balance of the certificates offered in this free writing prospectus, plus accrued interest, before deducting expenses payable by it. The underwriters expect to deliver the certificates offered in the free writing prospectus to purchasers on or about November 29, 2007. The depositor has filed a registration statement (including ~~themselves~~a prospectus) ~~identified~~ with the Securities and Exchange Commission (SEC File No. 333-130390) for the offering to which this communication relates. Before you invest, you should read the prospectus in ~~Schedule I annexed hereto~~the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing trust and this offering. ByYou may get these documents for free by visiting EDGAR on the Securities and Exchanxx Xxmmission web site at www.sec.gov. Alternatively, the dexxxxxxx, xxy underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-503-4611 or by email to the following address: ~~________________________________________ Authorized Representative Trinet Group~~brian.trotta@db.com. Deutsche Banx Xxxxxxxxxx Citi Co-Lead and Joint Bookrunning Manager Co-Lead and Joint Bookrunning Manager SunTrust Robinson Humphrey Credit Suisse Co-Manager Co-Manager -------------------------------------------------------------------------------- FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION STATEMENT NO.: 333-130390 November 7, ~~Inc. Schedule I Number~~ 2007 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $1,853,970,000 (Approximate Offered Certificates) ----------------------------------------------------- CD 2007-CD5 ----------------------------------------------------- Commercial Mortgage Pass-Through Certificates Deutsche Mortgage & Asset Receiving Corporation Depositor Citigroup Global Markets Realty Corp. German American Capital Corporation Artesia Mortgage Capital Corporation Sponsors and Mortgage Loan Sellers CWCapital LLC SunTrust Bank Mortgage Loan Sellers LOGO LOGO LOGO LOGO LOGO Initial Certificate Anticipated Expected or Notional Ratings Subordination WAL Principal Assumed Final Balance Fitch/Moody's/S&P Levels (yxx.) Window Distribution Date ------------ ----------------- ------------- -------- ----------- ------------------ Class A-1 $ 42,300,000 AAA / Aaa / AAA 30.000% 3.09 12/07-07/12 July 15, 2012 Class A-2 $ 89,000,000 AAA / Aaa / AAA 30.000% 4.66 07/12-10/12 October 15, 2012 Class A-3 $ 39,400,000 AAA / Aaa / AAA 30.000% 6.81 09/14-11/14 November 15, 2014 Class A-AB $ 51,700,000 AAA / Aaa / AAA 30.000% 6.92 10/12-10/16 October 15, 2016 Class A-4 $958,680,000 AAA / Aaa / AAA 30.000% 9.62 10/16-08/17 August 15, 2017 Class A-1A $284,848,000 AAA / Aaa / AAA 30.000% 8.03 12/07-09/17 September 15, 2017 Class AM-FX $167,726,000 AAA / Aaa / AAA 20.000% 9.79 08/17-09/17 September 15, 2017 Class A-MA $ 40,693,000 AAA / Aaa / AAA 20.000% 9.86 09/17-10/17 October 15, 2017 Class AJ-FX $110,780,000 AAA / Aaa / AAA 13.375% 9.87 09/17-10/17 October 15, 2017 Class A-JA $ 26,959,000 AAA / Aaa / AAA 13.375% 9.88 10/17-10/17 October 15, 2017 Class B $ 20,942,000 AA+ / Aa1 / AA+ 12.375% 9.95 10/17-11/17 November 15, 2017 Class C $ 20,942,000 AA / Aa2 / AA 11.375% 9.96 11/17-11/17 November 15, 2017 Deutsche Bank Securities Citi Co-Lead and Joint Bookrunning Manager Co-Lead and Joint Bookrunning Manager SunTrust Robinson Humphrey Xxxxxx Xxxsse Co-Manager Co-Manager -------------------------------------------------------------------------------- The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (SEC File No. 333-130390) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchanxx Xxmmission web site at www.sec.gov. Alternatively, the dexxxxxxx, xxy underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-503-4611 or by email to the following address: brian.trotta@db.com. The offered cxxxxxxxxxxx xxxxxxxd to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of ~~Firm Name~~ certificates may be split, combined or eliminated at any time prior to issuance or availability of ~~Underwriter Shares~~ a final prospectus) and are offered on a "when, as and if issued" basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to ~~-------------------~~ be ~~Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company~~made to you; any "indications of interest" expressed by you, ~~Inc............................ Xxxx Xxxxx Xxxx Xxxxxx~~and any "soft circles" generated by us, ~~Incorporated................ Schedule II Lock~~will not create binding contractual obligations for you or us. Filed Pursuant to Rule 433 File No.: 333-~~Up Agreements Xxxxxxxxxx~~130390-05 November 19, ~~Xxxxxx X. and Xxxxxxx X. Xxxxxxx~~2007 UPDATE No. 1 to the CMBS New Issue Term Sheet Free Writing Prospectus dated November 7, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. 2007 (the "~~Company~~Term Sheet FWP") ~~Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of~~ and the ~~Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock~~ Free Writing Prospectus dated November 7, 2007 (the "~~Offering~~November 7 FWP"~~) for which you~~ ). Capitalized terms used herein but not defined herein will ~~act as~~ have such meanings ascribed to them in the ~~representative (the "Representative") of the underwriters~~November 7 FWP. ~~The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by~~Deutsche Mortgage & Asset Receiving Corporation, ~~among other things~~Commercial Mortgage Pass-Through Certificates, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with Series CD 2007-CD5 COLLATERAL UPDATE With respect to the ~~Offering. In consideration~~ Mortgage Loan identified on Annex A-1 to the November 7 FWP as "Quality King," representing approximately 1.92% of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof Initial Outstanding Pool Balance and ~~continuing to a date 180 days after the date~~ 2.31% of the ~~final prospectus for the Offering (the "Lock-up Period")~~Initial Loan Group 1 Balance: 1. The ~~foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which~~ Interest Rate for such Mortgage Loan 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 such holder. Such prohibited hedging or other transactions would 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 Securities7.41%. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement UW NCF DSCR is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------1.

Appears in 1 contract

Samples: Underwriting Agreement (CD 2007-Cd5 Mortgage Trust)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and ---------------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. XXXX XXXXX XXXX XXXXXX, INCORPORATED AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule Director SCHEDULE I ~~annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm~~ Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Underwriters Name of Common shares -------------------- --------------------- Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc..............................................

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen New Jersey Dividend Advantage Municipal Fund)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin~~ New York without ~~reference~~ giving effect to the provisions thereof concerning conflict of ~~law principles thereunder~~laws. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto~~. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the ~~Company, the Selling Stockholder~~ Company and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP, INC.~~ DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: ~~________________________________________ Xxxxxx Xxxxxxx,~~ /s/ John C. Griffin ------------------------------------------- Name: John C. Griffin Title: Deutsche Xxxxxxxx Xxxxx and Receiving Corporation Vice President ~~THE SELLING STOCKHOLDER:~~ By: ~~________________________________________ Attorney-in-Fact By~~/s/ Andrew Cherrick ------------------------------------------- Name: ~~________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed~~ Andrew Cherrick Title: Vice Presxxxxx Xxxxxxxed and accepted in New York, New York as of the date first above written. ~~XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY,~~ DEUTSCHE BANK SECURITIES INC~~. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~. By: ~~________________________________________ Authorized Representative Trinet Group~~/s/ John C. Griffin ----------------------------------------------- Xxxx: Xxxx X. Griffin Title: Director, Deutsche Bank Securities, Inc. ~~Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------~~ Xx: /x/ Xxxxxx Cherrick ------------------------------------------ Name: Xxxxxx Xxxxxick Title: Vice President CITIGROUP GLOBAL MARKETS IXX. Xx: /x/ Xngela Vleck ------------------------------------------ Name: Xxxxxx Xxxxx Title: Managing Director PNC CAPITAL MARKETS LLC Xx: /x/ X. Scott Holmes ------------------------------------------ Name: X. Xxxxx ~~& Co. Incorporated..................~~ Xxxmes Title: Senior Managing Director Nomura Securities Ixxxxxxxxxxxx, Inc. By: /s/ N. Dante LaRocca ------------------------------------------ Name: X. Xxxxx XxXocca Title: Managing Director Wachovia Capital Markets, XXX Xx: /x/ Elizabeth K. Stinson ------------------------------------------ Xxxx: Xxxxxxxxx ~~& Company~~X. Stinson Title: Vice President J.P. Morgan Securitiex Xxx. Xx: /x/ Xxxal Singh ------------------------------------------ Name: Kxxxx Xxxxx Title: Vice President Acknowledged and agreed solelx xx xx Xxxtion 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ John C. Griffin ----------------------------------------------- Xxxx: Xxxx X. Griffin Title: Vice President German American Capital Corpxxxxxxx Xx: /s/ Andrew Cherrick ------------------------------------------ Name: Xxxxxx Xxxxxick Title: Authorized Signatory SCHEDULE I Underwriting Agreement, ~~Inc............................ Xxxx Xxxxx Xxxx Xxxxxx~~dated February 27, ~~Incorporated................ Schedule II Lock~~2006. Title and Description of Offered Certificates: CD 2006-~~Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees~~ CD2 Commercial Mortgage Pass-Through Certificates Initial Aggregate Class Principal Amount Purchase Initial Designation of Class Price(1) Pass-Through Rate Ratings(2) ----------------------------------------------------------------------------- Class A-1 $72,000,000 5.302% AAA/Aaa Class A-2 $239,000,000 5.408% AAA/Aaa Class A-3 $53,000,000 5.608% AAA/Aaa Class A-AB $111,000,000 5.575% AAA/Aaa Class A-4 $839,906,000 5.545% AAA/Aaa Class A-1A $308,000,000 5.415% AAA/Aaa Class A-1B $518,636,000 5.546% AAA/Aaa Class A-M $305,934,000 5.592% AAA/Aaa Class A-J $217,979,000 5.631% AAA/Aaa Class B $22,945,000 5.654% AA+/Aa1 Class C $34,417,000 5.654% AA/Aa2 Class D $38,242,000 5.654% AA-/Aa3 Class E $49,714,000 5.654% A/A2 ------------------------ (1) Expressed as a percentage of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees aggregate stated amount of the ~~Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran~~relevant class of Offered Certificates to be purchased. (2) By each of Standard & Poor's Ratings Services, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form a division of ~~Lock~~The McGraw-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet GroupHill Companies, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and ~~will benefit the Company by~~Moody's Investors Service, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Deutsche Mortgage & Asset Receiving Corp)

Applicable Law; Counterparts. This Agreement ~~shall~~ will be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference~~ New York applicable to ~~conflict of law principles thereunder~~agreements made and to be performed entirely in said State. This Agreement may be ~~signed~~ executed in ~~various counterparts~~ any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together ~~shall~~ constitute but one and the same instrument~~, and~~ . No amendment of any provision of this Agreement shall be effective ~~when at least one counterpart hereof shall have been executed~~ unless it is in writing and signed by ~~or on behalf of each party~~ the parties hereto. If the foregoing is in accordance with your understanding of our agreement, ~~kindly~~ please sign and return to us ~~the enclosed duplicates~~ a counterpart hereof, whereupon ~~it will become~~ this letter and your acceptance shall represent a binding agreement among the Company, ~~the Selling Stockholder~~ Wachovia and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By: ~~________________________________________ Xxxxxx Xxxxxxx~~/s/ Xxxx Xxxxxxxx --------------------------------- Name: Xxxx Xxxxxxxx Title: Director WACHOVIA BANK, ~~President THE SELLING STOCKHOLDER:~~ NATIONAL ASSOCIATION By: ~~________________________________________ Attorney-in-Fact By~~/s/ Xxxxx X. Xxxxxxxxxx, XX --------------------------------- Name: ~~________________________________________ Attorney-in-Fact~~ Xxxxx X. Xxxxxxxxxx, XX Title: Vice President The foregoing ~~Underwriting~~ Agreement is hereby confirmed and accepted as of the date first above written. ~~XXXXXX~~ WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxxx Xxxxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxxxx Title: Director GREENWICH CAPITAL MARKETS, INC. By: /s/ Xxxxxx X. Xxxx --------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President XXXXXXX, XXXXX & CO. ~~INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group/s/ Xxxxxxx, ~~Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X.~~ Xxxxx & Co. ~~Incorporated.................. Xxxxxxxxx & Company~~--------------------------------- Name: Title: EXHIBIT A COMPUTATIONAL MATERIALS Previously Filed EXHIBIT B Previously Filed SCHEDULE I UNDERWRITING AGREEMENT DATED AUGUST 12, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------2004:

Appears in 1 contract

Samples: Underwriting Agreement (Wachovia Commercial Mortgage Securities Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and -------------------------------- construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Manager and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: ___________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXXXXX & CO. INC. FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Title: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule Director SCHEDULE I ~~annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm~~ Name of Underwriter Number of Common Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and ----------------------- Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx ~~Select Appointments North America~~ Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------......................................................

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Pennsylvania Dividend Advantage Municipal Fund)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Advisers and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN QUALITY PREFERRED INCOME FUND 2 By: ___________________________ Name: Title: NUVEEN INSTITUTIONAL ADVISORY CORP. By: _____________________________ Name: Title: SPECTRUM ASSET MANAGEMENT, INC. By: ___________________________ Name: Title: Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC ADVEST, INC. H&R BLOCK FINANCIAL ADVISORS, INC. XXXXXXXXXX & CO. INC. XXXXXX, XXXXX XXXXX, INCORPORATED XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY QUICK & XXXXXX, INC. A FLEETBOSTON FINANCIAL COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. XXXX, XXXX & CO., LLC SUNTRUST CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Name: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 REXx. Title: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Quality Preferred Income Fund 2)

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Pipeline Partners Lp)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin~~ New York applicable to contracts made and to be performed within the State of New York without ~~reference~~ giving effect to the choice of laws or conflict of ~~law~~ laws principles ~~thereunder~~thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof or thereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement ~~among~~ between the ~~Company, the Selling Stockholder~~ Company and the ~~several Underwriters, including the Representatives, all in accordance with its terms~~Underwriter. Very truly yours, ~~TRINET GROUP, INC.~~ SLC Student Loan Trust-I By~~: ____________~~____________________________ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER: By:~~ Name:_________________________ Title:________________________ Confirmed as of the date first above mentioned. SALOMON SMITH BARNEY INC. By____________________________ ~~Attorney-in-Fact By: _______________~~Name:_________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________Title:________________________ ~~Authorized Representative Trinet Group,~~ SSL-DOCS2 70046283v3 SCHEDULE A ------------------------------------------- UNDERWRITER ------------------------------------------- Notes Salomon Smith TOTAL Barney Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees ------------------------------------------- Class A-1 $______ $________ ------------------------------------------- Class A-2 $______ $________ ------------------------------------------- Class A-3 $______ $________ ------------------------------------------- Class B $______ $________ ------------------------------------------- Terms of the ~~Xxxxxxx Trust dated 7-16-95 Xxxx~~Notes ------------------ Class Interest Rate Final Maturity Date Price to Public Underwriting Discount Proceeds to Issuer ----- ------------- ------------------- --------------- --------------------- ------------------ A-1 Auction Rate [December 1, ~~Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein~~2035] 100% ____% $_________ A-2 Auction Rate [December 1, ~~Xxxxxxx X. Xxxxx~~2035] 100% ____% _________ A-3 Auction Rate [December 1, ~~Xxxxx Xxxxxxx~~2035] 100% ____% _________ B Auction Rate [December 1, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------2035] 100% ____% _________ ------------------------- --------------------

Appears in 1 contract

Samples: Underwriting Agreement (SLC Student Loan Receivables I Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the ~~internal~~ laws of the State of ~~Wisconsin without reference to conflict of law principles thereunder~~New York. This Agreement may be signed in various counterparts which together ~~shall~~ constitute one and the same instrument. If signed in counterparts, ~~and~~ this Agreement shall be not become effective ~~when~~ unless at least one counterpart hereof shall have been executed ~~by or~~ and delivered on behalf of each party hereto. If Please confirm that the foregoing ~~is in accordance with your understanding of our agreement, kindly sign and return to us~~ correctly sets forth the ~~enclosed duplicates hereof, whereupon it will become a binding~~ agreement among the ~~Company,~~ Fund and the ~~Selling Stockholder~~ Advisers and the several Underwriters~~, including the Representatives, all in accordance with its terms~~. Very truly yours, ~~TRINET GROUP~~NUVEEN QUALITY PREFERRED INCOME FUND 3 By: -------------------------------- Name: Title: NUVEEN INSTITUTIONAL ADVISORY CORP. By: -------------------------------- Name: Title: SPECTRUM ASSET MANAGEMENT, INC. By: -------------------------------- Name: Title: Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED ADVEST, INC. H&R BLOCK FINANCIAL ADVISORS, INC. XXXXXXXXXX & CO. INC. XXXXXX, XXXXX XXXXX, INCORPORATED XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. TD WATERHOUSE INVESTOR SERVICES, INC. WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC WEDBUSH XXXXXX SECURITIES INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: __________________________________~~_____~~_ ~~Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~Name: ByTitle: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Quality Preferred Income Fund 3)

Appears in 1 contract

Samples: Purchase Agreement (Simonds Industries Inc)

Applicable Law; Counterparts. This Agreement shall be ~~----------------------------~~ governed by and construed in accordance with the internal laws of the State of ~~Wisconsin~~ Illinois without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts ~~which~~ that together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. [SIGNATURE PAGE FOLLOWS.] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the ~~Company, the Selling Stockholder~~ Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, ~~TRINET GROUP, INC.~~ A. O. SMITH CORPORATION By: ~~________________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER~~---------------------------------------- Name: By-------------------------------------- Title: ~~________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact~~ ------------------------------------- The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ~~XXXXXX X. XXXXX~~ ROBERT W. BAIRD & CO. ~~INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED~~ INCORPORXXXX By: ~~XXXXXX X. XXXXX~~ ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- BANK OF AMERICA SECURITIES LLC By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- BEAR STEARNS & CO. ~~INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto~~INC. By: ~~________________________________________ Authorized Representative Trinet Group, Inc. Schedule I~~ ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- ANNEX A Name of Underwriter Number of Firm ~~Name of Underwriter~~ Shares to ~~-------------------~~ be Purchased ~~------------ Xxxxxx X. Xxxxx~~ ------------------- ------------------------------------- Robert W. Baird & Co. ~~Incorporated.................. Xxxxxxxxx & Company, Inc............................~~ Incorporxxxx Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE xx Xxerica Securities LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trustees of the Xxxxxxxx 1995 Trust u/d/t/ 4/29/95 Ramanchandran, Manju Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx Select Appointments North America Inc. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Transcorp Pension Services CF Xxxxxx, Xxxxxx As Custodian for Xxxxxxx Xxxxxx under CUTMA Xxxxxx, T. Xxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxx X. Exhibit A Form of Lock-Up Agreement Lock-Up Agreement Xxxxxx X. Xxxxx Bear Stearns & Co. Incorporated As Representative of the Several Underwriters c/o Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 RE: TriNet Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representative (the "Representative") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, 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 such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market or (v) with the prior written consent of Xxxxxx X. Xxxxx & Co. Incorporated, for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated ------------------------------------------------ ----------------------------------------------------- Printed Name of Holder By: -------------------------------------------------- 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 Selected Provisions Use of Proceeds: the fifth and sixth sentences of the second paragraph. --------------- Liquidity and Capital Resources: the fifth paragraph of this section. ------------------------------- Management-- Executive Officer, Directors and Key Employees: information in the ----------------------------------------------------------- table relating to Xxxxxxx X. Xxxxxx and the eleventh paragraph of this section. Management-- Board Composition: the third sentence of the first paragraph. ------------------------------ Management-- Board Committees: the first sentence of the third paragraph. ----------------------------- Management-- Director Compensation: the first sentence of the first paragraph. ---------------------------------- Management-- Compensation Committee Interlocks and Insider Participation: the ------------------------------------------------------------------------ second sentence. Relationships with Third Parties and Related Transactions: the first, second, --------------------------------------------------------- third, fifth and seventh paragraphs. Principal and Selling Stockholders: information in the table relating to the ---------------------------------- Selling Stockholder and footnote number one to the table Description of Capital Stock -- Registration Rights of Stockholders: the first ------------------------------------------------------------------- paragraph Shares Eligible for Future Sale -- Registration Rights: the first paragraph. ------------------------------------------------------Inc. A-1 XXXXX X XXXXXXXXXXXX

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Samples: Underwriting Agreement (Smith a O Corp)

Common use of Applicable Law; Counterparts Clause in Contracts