Common use of Total International Firm Shares Clause in Contracts

Total International Firm Shares. EXHIBIT A FORM OF LOCK-UP LETTER ___________, 2000 Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Xxxxxxx Xxxxx Xxxxxx Inc. Deutsche Bank Securities Inc. PaineWebber Incorporated U.S. Bancorp Xxxxx Xxxxxxx Inc. c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. International Limited Xxxxxxx Sachs International Salomon Brothers International Limited Deutsche Bank AG London PaineWebber International (U.K.) Ltd. U.S. Bancorp Xxxxx Xxxxxxx Inc. Deutsche Banc Alex. Xxxxx c/o Morgan Xxxxxxx & Co. International Limited 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("XXXXXX XXXXXXX") proposes to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with TMP Worldwide Inc., a Delaware corporation (the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Xxxxxx Xxxxxxx (the "UNDERWRITERS"), of up to 4,000,000 shares (the "Shares") of the Common Stock ($.001 par value per share) of 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 Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date of the final prospectus relating to the Public Offering (the "PROSPECTUS") and ending 90 days thereafter, (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 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) the sale or other transfer of any shares of Common Stock to any "associate", as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), provided that (i) the transferee agrees to be bound by the terms of this agreement and (ii) if the donor or transferee is a reporting person subject to Section 16(a) of the Exchange Act, any gifts or transfers made in accordance with this clause (b) shall not require such person to, and such person shall not voluntarily, file a report of such transaction on Form 4 under the Exchange Act or (c) any transaction completed prior to the date of the final prospectus. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date of the Prospectus and ending 90 days thereafter, 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. 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 among the Company and the Underwriters. Very truly yours, ------------------------- (Name)

Total International Firm Shares. ========================== EXHIBIT A [FORM OF LOCK-UP LETTER LETTER] ____________, 2000 1999 Xxxxxx Xxxxxxx & Co. Incorporated XxxxxxxXxxxxx Brothers Inc. Warburg Dillon Read LLC First Union Securities, Sachs & Co. Xxxxxxx Xxxxx Xxxxxx Inc. Deutsche Bank Securities Inc. PaineWebber Incorporated U.S. Bancorp Xxxxx Xxxxxxx Inc. CIBC World Markets c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. International Limited Xxxxxxx Sachs International Salomon Xxxxxx Brothers International Limited Deutsche Bank AG London PaineWebber International (U.K.Europe) Ltd. U.S. Bancorp Xxxxx Xxxxxxx UBS AG, acting through its division Warburg Dillon Read First Union Securities, Inc. Deutsche Banc Alex. Xxxxx CIBC World Markets c/o Morgan Xxxxxxx & Co. International Limited 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("XXXXXX XXXXXXXXxxxxx Xxxxxxx") proposes and Xxxxxx Xxxxxxx & Co. International Limited ("MSIL") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") with TMP Worldwide Choice One Communications, Inc., a Delaware corporation (the "COMPANYCompany"), ) providing for the public offering (the "PUBLIC OFFERINGPublic Offering") by the several Underwriters, including Xxxxxx Xxxxxxx and MSIL (the "UNDERWRITERSUnderwriters"), ) of up to 4,000,000 _________ shares (the "Shares") of the Common Stock ($.001 common stock, par value $.01 per share) , of the Company (the "COMMON STOCKCommon 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 Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUSProspectus") and ending 90 days thereafter), (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 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 foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) the sale or other transfer of any shares of Common Stock to any "associate", as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), provided that (i) the transferee agrees to be bound by the terms of this agreement and (ii) if the donor or transferee is a reporting person subject to Section 16(a) of the Exchange Act, any gifts or transfers made in accordance with this clause (b) shall not require such person to, and such person shall not voluntarily, file a report of such transaction on Form 4 under the Exchange Act or (c) any transaction completed prior to the date of the final prospectus. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus and ending 90 days thereafterProspectus, 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. 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 among between the Company and the Underwriters. Very truly yours, ------------------------- (Name)_________________________________________ Name _________________________________________ Address

Total International Firm Shares. .......... ================================== EXHIBIT A B [FORM OF LOCK-UP LETTER LETTER] ____________, 2000 1999 Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Xxxxxx Brothers Inc. Xxxxxxx Xxxxx Xxxxxx Inc. Deutsche Bank First Union Securities, Inc. X.X. Xxxxxx Securities Inc. PaineWebber Incorporated U.S. Bancorp Xxxxx Xxxxxxx Inc. c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. International Limited Xxxxxxx Sachs Xxxxxx Brothers International (Europe) Salomon Brothers International Limited Deutsche Bank AG London PaineWebber International (U.K.) First Union Securities, Inc. X.X. Xxxxxx Securities Ltd. U.S. Bancorp Xxxxx Xxxxxxx Inc. Deutsche Banc Alex. Xxxxx c/o Morgan Xxxxxxx & Co. International Limited 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("XXXXXX XXXXXXXXxxxxx Xxxxxxx") proposes and Xxxxxx Xxxxxxx & Co. International Limited ("MSIL") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") with TMP Worldwide Triton PCS Holdings, Inc., a Delaware corporation (the "COMPANYCompany"), ) providing for the public offering (the "PUBLIC OFFERINGPublic Offering") by the several Underwriters, including Xxxxxx Xxxxxxx and MSIL (the "UNDERWRITERSUnderwriters"), ) of up to 4,000,000 ___ shares (the "Shares") of the Class A Common Stock (Stock, $.001 .01 par value per share) value, of the Company (together with the Company's Class B Common Stock, $.01 par value, the "COMMON STOCKCommon 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 Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUSProspectus") and ending 90 days thereafter), (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 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 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) the sale or other transfer of any shares pledge by the undersigned of Common Stock to the Company pursuant to the terms of the Securities Purchase Agreement dated as of October 8, 1997 among the Company and the stockholders party thereto or (c) bona fide gifts, sales or other dispositions of shares of any "associate"class of the Company's capital stock, as defined in Rule 12b-2 each case that are made exclusively between and among the undersigned or members of the undersigned's family, or affiliates of the undersigned; provided that it shall be a condition to any such transfer under clause (c) that (i) the transferee execute an agreement to the effect set forth herein in form and substance reasonably satisfactory to Xxxxxx Xxxxxxx, and (ii) if the undersigned is a reporting person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), provided that (i) the transferee agrees to be bound by the terms of this agreement and (ii) if the donor any gift, sale or transferee is a reporting person subject to Section 16(a) of the Exchange Act, any gifts or transfers other disposition made in accordance with this clause (bc) shall only be permitted if it does not require such person tothe undersigned to file, and such person shall the undersigned agrees not voluntarilyto voluntarily file, file a report of such transaction on Form 4 under the Exchange Act or (c) any transaction completed prior to the date of the final prospectusAct. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus and ending 90 days thereafterProspectus, 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. 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 among between the Company and the Underwriters. Very truly yours, ------------------------- ------------------------------------------------- Name ------------------------------------------------- Address CROSS-REFERENCE TARGET LIST =========================== NOTE: Due to the number of targets some target names may not appear in the target pull-down list. (Name)This list is for the use of the wordprocessor only, is not a part of this document and may be discarded.) ARTICLE/SECTION TARGET NAME ARTICLE/SECTION TARGET NAME ARTICLE/SECTION TARGET NAME ARTICLE/SECTION TARGET NAME ======================================== =========================== =========================== ============================

Total International Firm Shares. .... =============================== EXHIBIT A [FORM OF LOCK-UP LETTER LETTER] [____________], 2000 1999 Xxxxxx Brothers Inc. Bear Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Xxxxxxx Xxxxx Xxxxxx Inc. Deutsche Bank Securities Inc. PaineWebber Incorporated U.S. Bancorp Xxxxx Xxxxxxx Inc. Fidelity Capital Markets c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx x Xxxxxx Brothers Inc. 3 World Financial center Xxx Xxxx, XX 00000 Xxxxxx Brothers International (Europe) Bear Xxxxxxx & Co. International Limited Xxxxxxx Sachs International Salomon Brothers International Limited Deutsche Bank AG London PaineWebber International (U.K.) Ltd. U.S. Bancorp Xxxxx Xxxxxxx Inc. Deutsche Banc Alex. Xxxxx c/o Morgan Xxxxxxx & Co. International Limited 00 x Xxxxxx Brothres international (Europe) 0 Xxxxxxxxx, 0xx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England XX0 X0XX Xxxxxxx Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated Brothers Inc. ("XXXXXX XXXXXXXXxxxxx Brothers") proposes and Xxxxxx Brothers International (Europe) ("LBIE") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") with TMP Worldwide FirstWorld Communications, Inc., a Delaware corporation (the "COMPANYCompany"), providing for the public offering (the "PUBLIC OFFERINGPublic Offering") by the several Underwriters, including Xxxxxx Xxxxxxx Brothers and LBIE (the "UNDERWRITERSUnderwriters"), ) of up to 4,000,000 shares (the "Shares") of the Series B Common Stock ($.001 Stock, par value $.0001 per share) share of the Company (the "COMMON STOCKCommon 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 Xxxxxx Xxxxxxx Brothers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUSProspectus") and ending 90 days thereafter), (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 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 foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) the sale or other transfer of any shares of Common Stock to any "associate", as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), provided that (i) the transferee agrees to be bound by the terms of this agreement and (ii) if the donor or transferee is a reporting person subject to Section 16(a) of the Exchange Act, any gifts or transfers made in accordance with this clause (b) shall not require such person to, and such person shall not voluntarily, file a report of such transaction on Form 4 under the Exchange Act or (c) any transaction completed prior to the date of the final prospectus. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx Brothers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus and ending 90 days thereafterProspectus, 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. In addition, the undersigned hereby waives, on its own behalf and on behalf of any other parties to such agreements or understandings, any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the Public Offering, and any other action taken by the Company in connection with the Public Offering. The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights or other agreement to which the undersigned and the Company may be party, this Lock-Up Agreement supersedes such agreement. 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 among between the Company and the Underwriters. Very truly yours, ------------------------- _________________________ (Name) _________________________ (Address)

Total International Firm Shares. .... ========= SCHEDULE III SUBSIDIARY Duncxx Xxxrica Radio, LLC Emmis International Corporation Emmis Meadowlands Corporation EXHIBIT A [FORM OF LOCK-UP LETTER _________LETTER] May __, 2000 Xxxxxx 1998 Morgxx Xxxnxxx & Xo. Incorporated Credit Suisse First Boston Corporation Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation Lehmxx Xxxthers Inc. A. G. Xxxxxxx & Co. Incorporated XxxxxxxXons, Sachs Inc. Goldxxx, Xxchs & Co. Xxxxxxx Xxxxx Xxxxxx Inc. Deutsche Bank Securities Inc. PaineWebber Incorporated U.S. Bancorp Xxxxx Xxxxxxx NationsBanc Montxxxxxx Xxxurities LLC Schrxxxx & Xo. Inc. c/o Morgan Xxxxxxx Stanxxx & Co. Xo. Incorporated 0000 1585 Xxxxxxxx Xxx Xxxx, XX 00000 Xxrgxx Xxxnxxx & Xo. International Limited Credit Suisse First Boston (Europe) Limited Donaxxxxx, Xxfkin & Jenrxxxx Xxxernational Lehmxx Xxxthers International (Europe) A.G. Xxxxxxx & Xons, Inc. Goldxxx Xxxhs International J. Henrx Xxxxxxxx & Xo. Limited NationsBanc Montxxxxxx Xxxurities LLC c/o Xxxxxx Xxxxxxx & Co. Xx. International Limited Xxxxxxx Sachs International Salomon Brothers International Limited Deutsche Bank AG London PaineWebber International (U.K.) Ltd. U.S. Bancorp Xxxxx Xxxxxxx Inc. Deutsche Banc Alex. Xxxxx c/o Morgan Xxxxxxx & Co. International Limited 00 Xxxxx 25 Cxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated ("XXXXXX XXXXXXXMORGXX XXXNXXX") proposes xnd Morgxx Xxxnxxx & Xo. International Limited ("MSIL") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with TMP Worldwide Inc.Emmis Broadcasting Corporation, a Delaware an Indiana corporation (the "COMPANY"), ) providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Xxxxxx Xxxxxxx Morgxx Xxxnxxx xxx MSIL (the "UNDERWRITERS"), ) of up to 4,000,000 5,000,000 shares (the "SharesSHARES") of the Class A Common Stock ($.001 Stock, par value $.01 per share) , of 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 Xxxxxx Xxxxxxx on Morgxx Xxxnxxx xx behalf of the Underwriters, it 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") and ending 90 days thereafter), (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 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 foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) the sale or other transfer of any shares of Common Stock to any "associate", as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), provided that (i) the transferee agrees to be bound by the terms of this agreement and (ii) if the donor or transferee is a reporting person subject to Section 16(a) of the Exchange Act, any gifts or transfers made in accordance with this clause (b) shall not require such person to, and such person shall not voluntarily, file a report of such transaction on Form 4 under the Exchange Act or (c) any transaction completed prior to the date of the final prospectus. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period commencing on the date of the Prospectus hereof and ending 90 days thereafterafter 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. 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 among between the Company and the Underwriters. Very truly yours, ------------------------- _________________________ (Name)) _________________________ (Address) EXHIBIT B WAIVER AND RELEASE

Total International Firm Shares. EXHIBIT A [FORM OF LOCK-UP LETTER _________LETTER] July __, 2000 1998 Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Xxxxxxx Xxxxx Xxxxxx Inc. Deutsche Bank Securities Inc. PaineWebber Incorporated U.S. Bancorp Xxxxx Xxxxxxx Inc. c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. International Limited Xxxxxxx Sachs International Salomon Brothers International Limited Deutsche Bank AG London PaineWebber International (U.K.) Ltd. U.S. Bancorp Xxxxx Xxxxxxx Xxxxxx Inc. Deutsche Banc Alex. Xxxxx cx/o Morgan x Xxxxxx Xxxxxxx & Co. International Limited 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX England Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("XXXXXX XXXXXXX") proposes and Xxxxxx Xxxxxxx & Co. International Limited ("MSIL") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with TMP Worldwide Staples, Inc., a Delaware corporation (the "COMPANY") and certain shareholders of the Company (the "SELLING SHAREHOLDERS"), providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Xxxxxx Xxxxxxx and MSIL (the "UNDERWRITERS"), of up to 4,000,000 13,898,000 shares (the "SharesSHARES") of the Common Stock ($.001 Stock, par value $.0006 per share) , of 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 Xxxxxx Xxxxxxx on behalf of the Underwriters, it 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") and ending 90 days thereafter), (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 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 foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement, (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) the sale or other transfer of any shares of Common Stock to any "associate", as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), provided that (i) the transferee agrees to be bound by the terms of this agreement and (ii) if the donor or transferee is a reporting person subject to Section 16(a) of the Exchange Act, any gifts or transfers made in accordance with this clause (b) shall not require such person to, and such person shall not voluntarily, file a report of such transaction on Form 4 under the Exchange Act Offering or (c) any transaction completed prior bona fide gifts so long as the donees agree to terms substantially similar to the date of the final prospectusforegoing. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date of the Prospectus hereof and ending 90 days thereafterafter 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. 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 among the Company Company, the Selling Shareholders and the Underwriters. Very truly yours, ------------------------- ---------------------------------- (Name) ---------------------------------- (Address)