First Albany Corporation. Total.............................................. ========== 3,800,000
First Albany Corporation. Xxxx X. Xxxxxxx & Company, Incorporated .................... Fidelity Capital Markets, a division of National Financial Services Corporation .................. --------- Total ....................................................... ========= SCHEDULE 2 Name of Officers and Directors ------------------------------
First Albany Corporation. ANNEX A MATTERS TO BE COVERED IN THE OPINION OF XXXXXX XXXXXXX XXXXXXXX & XXXXXX, PROFESSIONAL CORPORATION COUNSEL FOR THE COMPANY
First Albany Corporation. Total ======== SCHEDULE II FORM OF LOCK-UP AGREEMENT The undersigned is a holder of securities of AstroPower, Inc., a Delaware corporation (the "Company"), and wishes to facilitate the public offering of shares of the Common Stock (the "Common Stock") of the Company (the "Offering"). The undersigned recognizes that such Offering will be of benefit to the undersigned. In consideration of the foregoing and in order to induce you to act as underwriters in connection with the Offering, the undersigned hereby agrees that he, she or it will not, without the prior written approval of Xxxxxxx & Company, Inc., acting on its own behalf and/or on behalf of other representatives of the underwriters, directly or indirectly, sell, contract to sell, make any short sale, pledge, or otherwise dispose of, or enter into any hedging transaction that is likely to result in a transfer of, any shares of Common Stock, options to acquire shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock of the Company which he, she or it may own, for a period commencing as of the date hereof and ending on the date which is 360 days after the date of the final Prospectus relating to the Offering. The undersigned confirms that he, she or it understands that the underwriters and the Company will rely upon the representations set forth in this Agreement in proceeding with the Offering. The undersigned further confirms that the agreements of the undersigned are irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of securities held by the undersigned except in compliance with this Agreement. This Agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns.
First Albany Corporation. Ladenburg Xxxxxxxx & Co. Inc......................... Total 0,000,000 --------- ---------
First Albany Corporation. Total......................... 3,000,000 Annex A [List of significant subsidiaries to be provided by CONMED] Annex B [CONMED Counsel opinion to be provided by Company] Annex C [ FORM OF SULLIVAN & CROMWELL OPINION ] Xxxxx D FORM OF SULLIVAN & CROMWELL LETTER May __, 2002 Salomon Smith Barney Inc., UBS Warburg LLC, Needham & Company, Inc., Xxxxx Xxxxxx Corporation, As Representatixxx xx the Several Underwriters, c/c Salomon Smith Barney Inc., 388 Greenwich Street, New Yoxx, Xxx Xxxx 10013. Dear Sirs: Xxxx xx xxxx xxxxxxxxx xx xxx xxxxxxxxxxxx under the Securities Act of 1933 (the "Act") of 3,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of CONMED Corporation, a New York corporation (the "Company"). The Registration Statement was filed on Form S-3 under the Act, and accordingly, the Registration Statement and the Prospectus, dated May __, 2002, filed pursuant to Rule 424(b) under the Act (the "Prospectus") do not necessarily contain a current description of the Company's business and affairs since, pursuant to that Form, the Registration Statement and the Prospectus incorporate by reference certain documents filed with the Securities and Exchange Commission (the "Commission") which contain information as of various dates. When the Registration Statement was declared effective by the Commission, the form of prospectus included therein omitted certain information in reliance upon Rule 430A under the Act. Such information is contained in the Prospectus and, as provided in Rule 430A, is deemed to be a part of the Registration Statement as of the time it was declared effective. [The Prospectus also updates or supplements certain information contained in the Registration Statement.] As special counsel to the Company, we reviewed the Registration Statement and the Prospectus, participated in discussions with your representatives and those of the Company and its accountants, and advised the Company as to the requirements of the Act and the applicable rules and regulations thereunder. On the basis of the information that we gained in the course of the performance of the services referred to above, considered in the light of our understanding of the applicable law (including the requirements of Form S-3 and the character of the prospectus contemplated thereby) and the experience we have gained through our practice under the Act, we confirm to you that, in our opinion, the Registration Statement, as of its effective date, and the Prospectus,...
First Albany Corporation. ... BMO Nesbitt Burns Corp.......................................................
First Albany Corporation. Total . . . . . . . . . . . . . . . . . . . ---------------- ----------------
First Albany Corporation. Total...................................................................................... SCHEDULE II SELLING SECURITYHOLDERS NUMBER OF SHARES TO BE NAME [AND ADDRESS] OF SELLING SECURITYHOLDERS SOLD --------------------------------------------------------------------------------------------- --------------- Total...................................................................................... SCHEDULE III SCHEDULE OF OPTION STOCK MAXIMUM NUMBER PERCENTAGE OF OF SHARES OF TOTAL NUMBER OF OPTION STOCK SHARES OF NAME OF SELLER TO BE SOLD OPTION STOCK ANNEX A MATTERS TO BE COVERED IN THE OPINION OF XXXXXX XXXXXXX XXXXXXXX & XXXXXX, PROFESSIONAL CORPORATION COUNSEL FOR THE COMPANY
First Albany Corporation. Total........................................................... ============ SCHEDULE B NUMBER OF COMPANY SHARES COMPANY TO BE SOLD ------- ---------- Concur Technologies, Inc................................................ 1,818,620 Total........................................................... 1,818,620 ============
