Common use of CIBC World Markets Corp Clause in Contracts

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [FORM OF] SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- CIBC World Markets Corp............................................ [other underwriters, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARES: Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof), without the prior written consent of the Underwriter.

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [Xxxxxxx & Company, Inc............................ Xxxx, Xxxxxxxx & Xxxx, Inc........................ ---------------------- Total............................... 3,000,000 ====================== EXHIBIT A FORM OF] SCHEDULE I TO PRICING OF LOCK-UP AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- February , 2002 Xxxxxx Xxxxxxx & Co. Incorporated CIBC World Markets Corp............................................ [other underwritersMarket Corp. Xxxxxxx & Company, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESInc. Xxxxx, Xxxxxxxx & Xxxx, Inc. c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("XXXXXX XXXXXXX") proposes to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the enter into an Underwriting Agreement and hereunder(the "UNDERWRITING AGREEMENT") with Helix Technology Corporation, any securities a Delaware corporation (the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Xxxxxx Xxxxxxx (the "UNDERWRITERS"), of shares of the common stock, $1.00 par value per share, of the Company (the "COMMON STOCK"). To induce the Underwriters that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided may participate in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar Public Offering to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued continue their efforts in connection with an acquisition of any business or corporationthe Public Offering, partnership, association or other business organization or division thereof)the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriter.Underwriters, he will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (including, without limitation, Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time) or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of beneficial ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, (d) transfers to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, (e) transfers which occur by operation of law, or (f) the exercise (including a cashless exercise) of any options outstanding on the date hereof pursuant to the terms of such instruments; provided that in the case of any transfer or distribution pursuant to clauses (b) through (e), (i) each donee, transferee or distributee shall execute and deliver to Xxxxxx Xxxxxxx a duplicate form of this Lock-up Agreement and (ii) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). For purposes of this paragraph, "immediate family" shall mean the undersigned and the spouse, any lineal descendant, father, mother, brother or sister of the undersigned, and the expiration of any derivative security shall not be deemed to be a disposition. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, he will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 the undersigned's shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This Lock-Up Agreement shall automatically terminate and be of no further effect if (i) the Registration Statement for the Public Offering is not declared effective by the Securities and Exchange Commission by May 1, 2002 or (ii) the Underwriting Agreement is terminated. Very truly yours, --------------------------------- (Signature) Name and address (please print or type): --------------------------------- --------------------------------- ---------------------------------

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [FORM OF] SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Total ........................................ 33 Quality Care Solutions, Inc. Public Offering of Common Stock January __, 2000 Saloxxx Xxxxx Xxxnxx Xxx. Warbxxx Xxxxxx Xxxd LLC CIBC World Markets Corp............................................ [other underwritersCorp. As Representatives of the several Underwriters, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESc/o Saloxxx Xxxxx Xxxney Inc. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xadies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Quality Care Solutions, Inc., a Nevada corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock NUMBER OF DESIGNATED SHARES: Number (the "Common Stock") of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, the Company. In order to be made available for checking at least twenty-four hours prior induce you and the other Underwriters to enter into the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Underwriting Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof)undersigned will not, without the prior written consent of Saloxxx Xxxxx Xxxnxx Xxx., offer, sell, contract to sell, pledge or otherwise dispose of,(or enter into any transaction which is designed to, or might reasonably be expected to, result in the Underwriter.disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) directly or indirectly, including the filing (or participation in the filing of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital 34 stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by Saloxxx Xxxxx Xxxney Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [SIGNATURE OF OFFICER, DIRECTOR OR MAJOR STOCKHOLDER] [NAME AND ADDRESS OF OFFICER, DIRECTOR OR MAJOR STOCKHOLDER]

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [FORM OF] RBC Xxxx Xxxxxxxx Inc. ................................... XX Xxxxxxxxx + Co......................................... Total..................................................... =============== SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- CIBC World Markets Corp............................................ [other underwriters, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARES: Common Stock NUMBER OF DESIGNATED SHARES: 2 Name and Address of Selling Stockholder Number of Firm SharesShares Xxxxxxx X. Xxxxxxx Alloy, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx X. Xxxxxxx Alloy, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxxx X. Xxxxxxx, Xx. Alloy, Inc. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 LDIG ALOY, Inc. c/o Liberty Digital, Inc. 0000 Xxxxxxx Xxxxxx Suite 2000 Los Angeles, CA 90024 EXHIBIT A LOCK-UP LETTER AGREEMENT XXXXXX BROTHERS INC. XXXXXXXXX XXXXXXXX, INC. CIBC WORLD MARKETS CORP. RBC XXXX XXXXXXXX INC. XX XXXXXXXXX + CO. c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: [ ] Maximum Number The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (the "UNDERWRITERS") of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: shares (the "SHARES") of Common Stock, par value $[ ] .01 per Share FORM OF DESIGNATED SHARES: Definitive formshare (the "COMMON STOCK"), of Alloy, Inc. a Delaware corporation (the "COMPANY"), and that the Underwriters propose to be made available for checking at least twenty-four hours prior reoffer the Shares to the Time public (the "OFFERING"). In consideration of Delivery at the office execution of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement by the Underwriters, and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof for other good and continuing to and including the date 60 days after the date of this Agreementvaluable consideration, the Company undersigned hereby irrevocably agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof)that, without the prior written consent of Xxxxxx Brothers Inc., on behalf of the Underwriter.Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Shares) owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period of 90 days after the date of the final Prospectus relating to the Offering. In furtherance of the foregoing, the Company and its Transfer Agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, we will be released from our obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal Underwriters, successors and assigns of the undersigned. Very truly yours, By:______________________________ Name: Title: Dated: _______________

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director FAC/Equities, a division of First Albany Corporation........................... Total................................................................. 31 EXHIBIT A [FORM OFThe final opinion in draft form will be attached as Exhibit A at the time this Agreement is executed.] SCHEDULE I TO PRICING [The final opinion in draft form should be attached as Exhibit B at the time this Agreement is executed.] LOCK UP AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Banc of America Securities LLC CIBC World Markets Corp............................................ [other underwritersCorp. FAC/Equities, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESa 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 NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any ("Common Stock") or securities that are convertible into or exchangeable foror 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, or among other things, raising additional capital for its operations. The undersigned acknowledges that represent you and the right 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 receive, Shares or any such substantially similar securities without the Underwriter's prior written consentOffering. During In consideration of the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreementforegoing, the Company undersigned hereby agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided in that the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof)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 Underwriter.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 effective date of the Company's registration statement on Form S-1 related to the Offering (the "Effective Date"). 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 shares of Common Stock or

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director Total:............................ EXHIBIT A [FORM OFOF LOCK-UP LETTER] SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- CIBC World Markets Corp............................................ [other underwriters_____________, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED 2003 Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dexx Xxxs xxx Xxsdames: The uxxxxxxxxxx xxxxxxxxxxx xxxx Xxxxan Stanley & Co. Incorporated ("MORGAN STANLEY") proposes to enter xxxx ax Xxxxxwriting Agreement (the "XXXXRXXXXXXX AGREEMENT") with The Medicines Company, a Delaware corporation (the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgan Stanley (the "UNDERWRITERS"), of shares (the "SHARES: Common Stock NUMBER OF DESIGNATED SHARES: Number ") of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: the Cxxxxx Sxxxx, $[ ] .001 par value per Share FORM OF DESIGNATED SHARES: Definitive formshare, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company (the "COMMON STOCK"). To induce the Underwriters that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided may participate in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar Public Offering to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued continue their efforts in connection with an acquisition of any business or corporationthe Public Offering, partnership, association or other business organization or division thereof)the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriter.Underwriters, it will not, during the xxxxxx xxxxxxxing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The first sentence of this paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (c) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or a member of the "immediate family" (i.e. any relationship by blood, marriage or adoption, not more remote that first cousin) of the undersigned not involving a disposition for value, and (d) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b), (c) or (d), (i) each donee, trustee or distributee shall execute and deliver to Morgan Stanley a duplicate form of this Lock-up Letter and (ii) no filxxx xx xxx xxxty (donor, donee, trustee, beneficiary, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the xxxxxx xxxxxxxing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 the undersigned's share of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This Lock-up Agreement shall automatically terminate upon the earliest to occur, if any, of: (a) either Morgan Stanley or the Company advising the other party in writing, prixx xx txx xxxxution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) termination of the Underwriting Agreement before the sale of any Shares to the Underwriters, or (c) June 1, 2003, in the event that the Underwriting Agreement has not been executed by that date. Very truly yours, ------------------------------------ (Name) ------------------------------------ (Address)

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director XX Xxxxx Securities Corporation ______________ Total....................................................... EXHIBIT A [FORM OFInsert date] SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xircom, Inc. 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, XX 00000 Credit Suisse First Boston CIBC World Markets Corp............................................ [other underwritersCorp. XX Xxxxx Securities Corporation As Representatives of the Several Underwriters c/o Credit Suisse First Boston Corporation Eleven Xxxxxxx Xxxxxx Xxx Xxxx, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESXX 00000-0000 Ladies and Gentlemen: Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking at least twenty-four hours prior As an inducement to the Time Underwriters to execute the Underwriting Agreement, pursuant to which an offering for the common stock (the "Securities") of Delivery at Xircom, Inc. (the office "Company") will be made, and in recognition of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning benefit that such an offering will confer upon the undersigned as a stockholder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that from the date hereof and continuing to and including the date 60 until 90 days after the date public offering (the "Public Offering Date") of this Agreement, the Selling Stockholder agrees not Securities pursuant to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that to which you are substantially similar or expect to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreementbecome parties, the Company agrees undersigned will not to offer, sell, contract to sell sell, pledge or otherwise dispose of, except as provided in the Underwriting Agreement and hereunderdirectly or indirectly, any shares of Securities or securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable foror exercisable for any shares of Securities whether now owned or hereafter acquired by the undersigned, or that represent publicly disclose the right intention to receive, Shares or make any such substantially similar securities (other than (x) pursuant to employee stock option plans existing onoffer, sale, pledge or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof), disposal without the prior written consent of Credit Suisse First Boston Corporation. Any Securities received upon exercise of options granted to the Underwriter.undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. A transfer of Securities to a family member or trust will be permitted, provided that the transferee agrees in writing to be bound by the terms of this Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before _______ __, ____. Very truly yours, ................................... [Name of stockholder]

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [FORM OF___] SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- XXXXXXX & COMPANY, INC................................................. [___] [___].................................................................. [___] [___].................................................................. [___] Total......................................................... [___] Exhibit A Lock-Up Agreement FleetBoston Xxxxxxxxx Xxxxxxxx Inc. CIBC World Markets Corp............................................ [other underwritersCorp. Xxxxxxx & COMPANY, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESINC. As Representatives of the Several Underwriters c/o FleetBoston Xxxxxxxxx Xxxxxxxx Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: PECO II, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any ("Common Stock") or securities that are convertible into or exchangeable foror 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 (the "Representatives") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, or among other things, raising additional capital for its operations. The undersigned acknowledges that represent you and the right 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 receive, Shares or any such substantially similar securities without the Underwriter's prior written consentOffering. During In consideration of the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreementforegoing, the Company undersigned hereby agrees that the undersigned will not offer to offer, sell, contract to sell sell, or otherwise sell, dispose of, except as provided in the Underwriting Agreement and hereunderloan, pledge or grant any rights with respect to (collectively, a "Disposition") any shares of Common Stock, any securities options or warrants to purchase any shares of the Company that are substantially similar to the Shares, including but not limited to Common Stock or any securities that are convertible into or exchangeable forfor 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 sales or purchases of Common Stock acquired on the open market, (iv) with respect to shares received in the Directed Share Program, or that represent the right to receive, Shares or any such substantially similar securities (other than (xv) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof), without the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restrictions will terminate after the Underwriter.close of trading of the Common Stock on the 180th day of (and including) the day the Common Stock commenced trading on the Nasdaq National Maket (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 included, 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 shares of Common Stock or Securities held by the undersigned except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. In the event the Offering has not occurred on or before ____________, this Lock-Up Agreement shall be of no further force or effect. 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 Matters to be Covered in the Opinion of Company Counsel

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [FORM OF] SCHEDULE I TO PRICING FAC/EQUITIES, A DIVISION OF FIRST ALBANY CORPORATION Total............................................... EXHIBIT A LOCK-UP AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- BancBoston Robexxxxx Xxxpxxxx Xxx. Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation CIBC World Markets Corp............................................ [other underwritersCorp. FAC/Equities, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESa division of First Albany Corporation As Representatives of the Several Underwriters c/o BancBoston Robexxxxx Xxxpxxxx Xxx. 555 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: Quest Software, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number 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 Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [Common Stock (the "Offering") for which you will act as the representatives (the "Representatives") of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the 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 offer to sell, contract to sell, or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive formotherwise 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 made available 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 or (iv) with the prior written consent of BancBoston Robexxxxx Xxxpxxxx Xxx., for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the a period beginning from commencing on the date hereof and continuing to and including the a date 60 180 days after the date Registration Statement is declared effective by the Securities and Exchange Commission (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of this Agreementthe 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 29 the Lock-up Period, the Selling Stockholder agrees not to offereven if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunderwithout limitation, any securities short sale (whether or not against the box) or any purchase, sale or grant of the Company that are substantially similar to the Sharesany right (including, including but not limited without limitation, any put or call option) with respect to any securities that are convertible into Securities or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited with respect to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities security (other than (xa broad-based market basket or index) pursuant that included, relates to employee stock option plans existing onor 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 shares of Common Stock or Securities held by the undersigned except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the respective successors, or upon the conversion or exchange of convertible or exchangeable securities outstanding as ofheirs, the date of this Agreement (y) any securities personal representatives, and assigns of the Company issued in connection with undersigned. Dated: ___________________________________ ----------------------------------------- Printed Name of Holder By: ______________________________________ Signature ----------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing if signing as custodian, trustee or on behalf of an acquisition of any business or corporation, partnership, association or other business organization or division thereof), without the prior written consent of the Underwriter.entity) EXHIBIT B MATTERS TO BE COVERED IN THE OPINION OF COMPANY COUNSEL

CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [Total................................... ===== SCHEDULE B PERSONS TO EXECUTE LOCK-UP AGREEMENTS Directors --------- Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx Xxx Xxxxxxxxx Xxx Xxxxxxx Xxxx Xxxxxxxx Executive Officers (other than Xxxxxx X. Xxxxxxx) ------------------------------------------------- Xxxxxxx X. Xxxxxx Other Employees --------------- Xxxxxxx X. Xxxxxxx EXHIBIT A FORM OF] SCHEDULE I TO PRICING OF LOCK-UP AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- July __, 1999 Warburg Dillon Read LLC XX Xxxxx Securities Corporation CIBC World Markets Corp............................................ [other underwritersCorp. as Managing Underwriters c/o Warburg Dillon Read LLC 000 Xxxx Xxxxxx Xxx Xxxx, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARESXxx Xxxx 00000-0000 Ladies and Gentlemen: The undersigned understands that Warburg Dillon Read LLC ("Warburg"), XX Xxxxx Securities Corporation and CIBC World Markets Corp. propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with OnHealth Network Company, a Washington corporation (the "Company"), providing for the public offering (the "Public Offering") by the several underwriters named in the Underwriting Agreement (the "Underwriters"), of 6,000,000 shares (the "Shares") of the Common Stock NUMBER OF DESIGNATED SHARES: Number Stock, $0.01 par value, of Firm Shares: [ ] Maximum Number the Company (the "Common Stock"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive formWarburg on behalf of the Underwriters, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During it will not, during the period beginning from commencing on the date hereof and continuing to and including the date 60 ending 180 days after the date of this Agreementthe final prospectus relating to the Public Offering, the Selling Stockholder agrees not sell, offer to offersell, sell contract to sell, hypothecate, grant any option to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunderdirectly or indirectly, any shares of Common Stock or securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable forfor Common Stock or warrants or other rights to purchase Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, or that represent the right including market conditions. Any Public Offering will only be made pursuant to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this an Underwriting Agreement, the Company agrees not terms of which are subject to offer, sell, contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of negotiation between the Company that are substantially similar to and the SharesUnderwriters. Very truly yours, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities _________________________ Name: _________________________ _________________________ (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereofAddress), without the prior written consent of the Underwriter.