CIBC World Markets Corp. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated..........................................
CIBC World Markets Corp. Total:............................
CIBC World Markets Corp. X.X. Xxxxxxx & Sons, Inc. ......................................... McDonald Investments Inc., A KeyCorp. Company ..................... Xxxxxxx Xxxxx & Associates, Inc....................................
CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation........................... Total................................................................. 31 EXHIBIT A [The final opinion in draft form will be attached as Exhibit A at the time this Agreement is executed.] [The final opinion in draft form should be attached as Exhibit B at the time this Agreement is executed.] LOCK UP AGREEMENT Banc of America Securities LLC CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation As Representatives of the Several Underwriters c/o Banc of America Securities LLC 600 Xxxxxxxxxx Xxxxxx Xxx Francisco, California 94111 Re: Evergreen Solar, Inc. (the "Company") Ladies and 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 representatives of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period of 180 days beginning after the effec...
CIBC World Markets Corp. ("CIBC") has rendered to the Special Committee its opinion to the effect that, as of the date of this Agreement and subject to the assumptions and limitations specifically described by CIBC to the Special Committee, the Merger Consideration to be received by the shareholders of the Company is fair from a financial point of view to such holders, other than the holders of Excluded Shares (as defined in such opinion). A complete and correct written copy of CIBC's engagement letter has been delivered to Parent and a complete and correct written copy of CIBC's opinion letter will be delivered to Parent promptly after the date of this Agreement. Company has received the approval of CIBC to permit the inclusion of a copy of its written opinion, when delivered, in its entirety in the Proxy Statement, subject to CIBC's review of the Proxy Statement.
CIBC World Markets Corp. Total:......................................... =========================== SCHEDULE III TIME OF SALE PROSPECTUS
CIBC World Markets Corp. XX Xxxxx Securities Corporation
CIBC World Markets Corp. Goldman, Sachs & Co. ..
CIBC World Markets Corp is a QIB and an "accredited investor" (as such term is defined under Regulation D under the Securities Act), with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Notes.
CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . SCHEDULE II SELLING SECURITYHOLDERS Name [and Address] Number of Shares of Selling Securityholders to be Sold -------------------------- ---------- Total. . . . . . . . . . . . . . . . . . . . . .
