Common use of Fidelity Capital Markets Clause in Contracts

Fidelity Capital Markets. a division of National Financial Services Corporation ............................ -------------- Total ============== LOCK-UP LETTER AGREEMENT _____ __, 2000 XXXXXX BROTHERS INC. CHASE SECURITIES INC. XXXXXX XXXXXX PARTNERS LLC FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL FINANCIAL SERVICES CORPORATION, As Representatives of the several Underwriters c/x Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: 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 shares (the "Shares") of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of c-quential (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). Xxxxxx X. Xxxxxx, Inc. is presently the owner of all of the Company's issued and outstanding Class B Common Stock, par value $.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., 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 180 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, the Underwriters and the stockholders selling shares in the Offering will proceed with the Offering in reliance on this Lock-Up Letter Agreement. 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 representatives, successors and assigns of the undersigned. Very truly yours, By ------------------------------- Name: Title:

Fidelity Capital Markets. a division of National Financial Services Corporation ............................ -------------- Total =====Total................................................................ ========= FORM OF LOCK-UP LETTER AGREEMENT _____ __, 2000 XXXXXX BROTHERS LEHMXX XXXTHERS INC. CHASE SECURITIES INC. XXXXXX XXXXXX PARTNERS LLC FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL FINANCIAL SERVICES CORPORATION, As Representatives of the several Underwriters Underwriters, c/x Xxxxxx Brothers o Lexxxx Xxxthers Inc. Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Financial Center New York New York 10285 Dear Sirs: The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (the "Underwriting AgreementUNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (the "UnderwritersUNDERWRITERS") of shares (the "SharesSHARES") of Class A Common Stockordinary shares, par value $.01 NIS 0.01 nominal value per share (the "Class A Common StockORDINARY SHARES"), of c-quential ClickSoftware Technologies Ltd., an Israeli corporation (formerly known as IET - Intelligent Electronics Ltd., the "CompanyCOMPANY") ), and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). Xxxxxx X. Xxxxxx, Inc. is presently the owner of all of the Company's issued and outstanding Class B Common Stock, par value $.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common StockOFFERING"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc.Lehmxx Xxxthers Inc. ("LEHMXX XXXTHERS"), on behalf of the 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 Ordinary Shares (including, without limitation, shares of Common Stock Ordinary Shares 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 Ordinary Shares that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Shares) Ordinary Shares or substantially similar securities 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 sell or grant options, rights or warrants with respect to any shares of Ordinary Shares or substantially similar securities (other than the grant of options pursuant to option plans existing on the date hereof) 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 StockOrdinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash or otherwise, for a period of 180 days after the effective date of the final Prospectus Underwriting Agreement relating to the Offering. Notwithstanding the foregoing, if the undersigned is an individual, he or she may transfer any Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares either during his or her lifetime or upon death by will or intestacy to his or her immediate family or to a trust if the beneficiaries of such trust are exclusively the undersigned and/or a member or members of his or her immediate family; provided, however , that prior to any such transfer each transferee shall execute an agreement substantially identical to this agreement and which shall be satisfactory to Lehmxx Xxxthers, pursuant to which each transferee shall agree to receive and hold such Ordinary Shares, or securities convertible into or exchangeable or exercisable for Ordinary Shares, subject to the provisions hereof, and there shall be no further transfer except in accordance with the provisions hereof. In addition, if the undersigned is a partnership, the partnership may transfer any Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares to a partner of such partnership, to a retired partner of such partnership, or to the estate of any such partner or retired partner, and any such partner who is an individual may transfer such Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares by gift, will or intestacy to a member or members of his or her immediate family; provided, however, that prior to any such transfer each transferee shall execute an agreement substantially identical to this agreement and which shall be satisfactory to Lehmxx Xxxthers, pursuant to which each transferee shall agree to receive and hold such Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares, subject to the provisions hereof, and there shall be no further transfer except in accordance with the provisions hereof. For purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother, sister or domestic partner of the transferor. 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 Lehmxx Xxxthers notifies the Company notifies you undersigned that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, Offering or if the Underwriting Agreement (other than the provisions thereof which survive termination) ), after it becomes effective, shall terminate or be terminated prior to payment for and delivery of the Shares, we the undersigned will be released from our its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company, Company and the Underwriters and the stockholders selling shares in the Offering 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 representatives, successors and assigns of the undersigned. Very truly yours, By ------------------------------- By: --------------------------------- Name: Title:: Date: PERSONS WHO HAVE NOT SIGNED LOCK-UP AGREEMENTS

Fidelity Capital Markets. a division of National Financial Services Corporation....................................... ................................................. 4,200,000 EXHIBIT 1-A LOCK-UP LETTER AGREEMENT Principal Shareholders, Officers and Directors Xxxxxx Brothers Inc. Cibc World Markets Corp U.s. Bancorp Xxxxx Xxxxxxx Inc. Fidelity Capital Markets, a division of National Financial Services Corporation ............................ -------------- Total ============== LOCK-UP LETTER AGREEMENT _____ __, 2000 XXXXXX BROTHERS INC. CHASE SECURITIES INC. XXXXXX XXXXXX PARTNERS LLC FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL FINANCIAL SERVICES CORPORATION, As Representatives of the several Underwriters underwriters c/x Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Financial Center Xxx Xxxx, Xxx Xxxx XX 00000 Dear Sirs: 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 ordinary shares (the "Shares") of Class A Common Stock), par value $.01 NIS 0.01 per share (the "Class A Common StockOrdinary Shares"), of c-quential Mind C.T.I. Ltd. (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). Xxxxxx X. Xxxxxx, Inc. is presently the owner of all of the Company's issued and outstanding Class B Common Stock, par value $.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., 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 Ordinary Shares (including, without limitation, shares of Common Stock Ordinary Shares 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 Ordinary Shares that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock Ordinary Shares (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 StockOrdinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash or otherwise, for a period of 180 days after the date of the final Prospectus relating to the Offering; provided that the undersigned may transfer any ordinary shares to affiliates or relatives of the undersigned if the transferee has signed and delivered a copy of this letter to you. 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, Company and the Underwriters and the stockholders selling shares in the Offering will proceed with the Offering in reliance on this Lock-Up Letter Agreement. If the undersigned has registration rights, then, with respect to the Offering only, the undersigned waives any registration rights relating to any Ordinary Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering, and agrees not to exercise demand registration rights for at least six months following the consummation of the Offering. 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 representatives, successors and assigns of the undersigned. Very truly yours, By ------------------------------- By: _________________________________ Name: Title:: Dated: _______________ EXHIBIT 1-B LOCK-UP LETTER AGREEMENT Directed Share Program Participants Xxxxxx Brothers Inc. Cibc World Markets Corp U.s. Bancorp Xxxxx Xxxxxxx Inc. Fidelity Capital Markets, a division of National Financial Services Corporation As Representatives of the several underwriters c/x Xxxxxx Brothers Inc. Three World Financial Center Xxx Xxxx, XX 00000 Dear Sirs: 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 ordinary shares (the "Shares"), par value NIS 0.01 per share (the "Ordinary Shares"), of Mind C.T.I. Ltd. (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., 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 Ordinary Shares (including, without limitation, Ordinary Shares 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 Ordinary Shares that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Ordinary Shares (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 Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, for a period of 30 days after the date of the final Prospectus relating to the Offering; provided that the undersigned may transfer any ordinary shares to affiliates or relatives of the undersigned if the transferee has signed and delivered a copy of this letter to you. 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, 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 or if the undersigned does not purchase shares in the Offering, the undersigned will be released from all 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 however, this agreement does not obligate or commit the undersigned to purchase shares in the offering. If the undersigned has registration rights, then, with respect to the Offering only, the undersigned waives any registration rights relating to any Ordinary Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering, and agrees not to exercise demand registration rights for at least six months following the consummation of the Offering. 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 representatives, successors and assigns of the undersigned. Very truly yours, By: _________________________________ Name: Dated: _______________ EXHIBIT 0 Xxxxxxx xx Xxxxxxxx, Xxxx, Xxxx & Xx. Xxxxxxx counsel to the Company

Fidelity Capital Markets. a division of National Financial Services Corporation ............................ -------------- Total ============== ............ Total: SCHEDULE 2 EXHIBIT A LOCK-UP LETTER AGREEMENT _____ __, 2000 XXXXXX BROTHERS INC. CHASE SECURITIES XX XXXXXX H&Q U.S. BANCORP XXXXX XXXXXXX INC. XXXXXX XXXXXX PARTNERS LLC FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL FINANCIAL SERVICES CORPORATION, As Representatives of the several Underwriters underwriters c/x XXXXXX BROTHERS INC. 000 Xxxxx Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Financial Center Xxx Xxxx, Xxx Xxxx XX 00000 Dear SirsRE: XXXXXX SOFTWARE, INC. Ladies and Gentlemen: The undersigned understands that you and and/or certain other firms propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by you and and/or such other firms (the "Underwriters") of shares (the "Shares") of Class A Common Stock, $.01 par value $.01 per share (the "Class A Common Stock"), of c-quential Xxxxxx Software, Inc. (the "Company") (such shares of Common Stock are hereinafter referred to as the "Shares") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). Xxxxxx X. Xxxxxx, Inc. is presently the owner of all of the Company's issued and outstanding Class B Common Stock, par value $.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., 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, (2) 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 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 of the Securities and Exchange Commission and Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock issued to the undersigned or purchased by the undersigned under any option plan or employee stock purchase plan or other equity compensation plan of the Company and owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on any date prior to 180 days after the date of the final Prospectus relating to the Offering or (23) 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), (2) or (23) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period of 180 days after the date of the final Prospectus relating to the Offering, provided, however, that the undersigned may effect a disposition of shares of Common Stock (a) by gifts, (b) by will or the laws of descent and distribution or (c) by private sale that is exempt from registration under applicable federal and state securities laws and that is not transacted under Rule 144 or Rule 701 under the Securities Act or 1933 and is not transacted using Nasdaq, the New York Stock Exchange or any other public securities market; provided, however that no transfer may be given effect pursuant to clause (a), (b) or (c) unless and until the proposed transferee agrees in writing to be bound by the restrictions contained in this Lock-Up letter Agreement and delivers a copy of such agreement to the Representatives and the Company. In furtherance of the foregoing, the Company and its Transfer Agent 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 effectiveeffective by December 31, 2001, 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 the undersigned will be released from our its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company, Company and the Underwriters and the stockholders selling shares in the Offering will proceed with the Offering in reliance on this Lock-Up Letter Agreement. 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 representatives, successors and assigns of the undersigned. Very truly yours, By By: ------------------------------- Name: Title:: Dated: , 2001 ----------------------

Fidelity Capital Markets. a division of National Financial Services Corporation.......................... Total..................................................... Exhibit A-1 LOCK-UP LETTER AGREEMENT METHODE ELECTRONICS, INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. U.S. BANCORP XXXXX XXXXXXX INC. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXX XXXXXXX INCORPORATED FIDELITY CAPITAL MARKETS, a division of National Financial Services Corporation ............................ -------------- Total ============== LOCK-UP LETTER AGREEMENT _____ __, 2000 XXXXXX BROTHERS INC. CHASE SECURITIES INC. XXXXXX XXXXXX PARTNERS LLC FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL FINANCIAL SERVICES CORPORATION, As Representatives of the several Underwriters c/x Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: The undersigned Methode Electronics, Inc., a Delaware corporation ("Methode"), 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 shares (the "Shares") of Class A Common Stock, par value $.01 0.01 per share (the "Class A Common Stock"), of c-quential Stratos Lightwave, Inc., a Delaware corporation (the "Company") ), and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). Xxxxxx X. Xxxxxx, Inc. is presently the owner of all of the Company's issued and outstanding Class B Common Stock, par value $.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned Methode hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., on behalf of the undersigned Underwriters, Methode 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 Methode on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the OfferingOffering or hereafter acquired by Methode, 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 180 days after the date of the final Prospectus prospectus relating to the OfferingOffering (the "Prospectus"). Notwithstanding the foregoing, without the prior written consent of Xxxxxx Brothers Inc., Methode may distribute all of the Common Stock of the Company it owns in a "spin-off" distribution to its stockholders intended to be tax-free to those stockholders as described in the Prospectus. 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 the undersigned will be released from our obligations under this Lock-Up Letter Agreement. Methode 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. Methode hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement on behalf of Methode and that, upon request, Methode will have executed on its behalf any additional documents necessary in connection with the enforcement hereof. Any obligations of Methode hereunder shall be binding upon the successors and assigns of Methode. Very truly yours, METHODE ELECTRONICS, INC. By: ---------------------------- Name: Title: Dated: ------------- Xxxxxxx X-0 LOCK-UP LETTER AGREEMENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. U.S. BANCORP XXXXX XXXXXXX INC. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXX XXXXXXX INCORPORATED FIDELITY CAPITAL MARKETS, a division of National Financial Services Corporation As Representatives of the several Underwriters c/x Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: 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 shares (the "Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Stratos Lightwave, Inc., a Delaware corporation (the "Company"), and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., on behalf of the 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 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 (including without limitation any such shares purchased in the directed share program related to 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 180 days after the date of the final Prospectus relating to the Offering. Notwithstanding the foregoing, it is agreed that transfers of shares of Common Stock as a bona fide gift by the undersigned to a donee will not be subject to the restrictions set forth herein; PROVIDED that prior to such gift, each donee shall execute and deliver to Xxxxxx Brothers a duplicate form of this Lock-Up Letter Agreement pursuant to which such donee agrees to become subject to and bound by the terms hereof. 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, the undersigned will be released from our obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company, Company and the Underwriters and the stockholders selling shares in the Offering 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 representatives, successors and assigns of the undersigned. Very truly yours, By ------------------------------- By: --------------------------- Name: Title:: Dated: --------------- Schedule 1 to Exhibit A-2 Xxxxxxx X. XxXxxxxx Xxxxx X. XxXxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx C. Xxxxxx Xxxxxx Xxxxxx X. X'Xxxxxxx LOCK-UP LETTER AGREEMENT KEY EMPLOYEES XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. U.S. BANCORP XXXXX XXXXXXX INC. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXX XXXXXXX INCORPORATED FIDELITY CAPITAL MARKETS, a division of National Financial Services Corporation As Representatives of the several Underwriters c/x Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: 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 shares (the "Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Stratos Lightwave, Inc., a Delaware corporation (the "Company"), and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., on behalf of the 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 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 (including without limitation any such shares purchased in the directed share program related to the Offering) for a period of 90 days after the date of the final Prospectus relating to 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 for a period of 180 days after the date of the final Prospectus relating to the Offering, 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 the avoidance of doubt, it is understood that the provisions of clause (2) above shall not, after a period of 90 days from the date of the final Prospectus relating to the Offering, be deemed to prohibit outright offers, sales, pledges or other dispositions of shares of Common Stock by the undersigned as described in clause (1) above. Notwithstanding the foregoing, it is agreed that transfers of shares of Common Stock as a bona fide gift by the undersigned to a donee will not be subject to the restrictions set forth herein; PROVIDED that prior to such gift, each donee shall execute and deliver to Xxxxxx Brothers a duplicate form of this Lock-Up Letter Agreement pursuant to which such donee agrees to become subject to and bound by the terms hereof. 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, the undersigned 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 representatives, successors and assigns of the undersigned. Very truly yours, By: ---------------------------- Name: Title: Dated: ----------------- Schedule 1 to Exhibit A-3