EXHIBIT A
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Xxxxxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx X. Xxxxxx
Software AG Systems, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Xxxxxxxxx
Stephens, Donaldson, Lufkin & Xxxxxxxx Securities Corporation, Xxxxx Xxxxxx Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Xxxxxxxxx Xxxxxxxx, offer, sell, contract to sell, grant any
option to
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares 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
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Xxxxxxxxx Xxxxxxxx in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that 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
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Xxxx X. Xxxxxxxxxx
----------------------------------
Signature of Securityholder
----------------------------------
Signature of Co-Securityholder,
if applicable
Xxxx X. Xxxxxxxxxx, Member
for TC Equity Partners, LLC
as General Partner of
Xxxxxx Equity Investors III, L.P.
----------------------------------
Securityholder (please print)
----------------------------------
Co-Securityholder (please print)
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Xxxxxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx X. Xxxxxx
Software AG Systems, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Xxxxxxxxx
Stephens, Donaldson, Lufkin & Xxxxxxxx Securities Corporation, Xxxxx Xxxxxx Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Xxxxxxxxx Xxxxxxxx, offer, sell, contract to sell, grant any
option to
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares 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
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Xxxxxxxxx Xxxxxxxx in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that 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
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Signature of Securityholder
--------------------------------
Signature of Co-Securityholder,
if applicable
Xxxx X. Xxxxxxxxxx, Member
for TC Management Partners, LLC
as Managing Member of
TC Co-Investors, LLC.
--------------------------------
Securityholder (please print)
--------------------------------
Co-Securityholder (please print)
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Xxxxxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx X. Xxxxxx
Software AG Systems, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Xxxxxxxxx
Stephens, Donaldson, Lufkin & Xxxxxxxx Securities Corporation, Xxxxx Xxxxxx Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Xxxxxxxxx Xxxxxxxx, offer, sell, contract to sell, grant any
option to
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares 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
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Xxxxxxxxx Xxxxxxxx in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that 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
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Signature of Securityholder
--------------------------------
Signature of Co-Securityholder,
if applicable
Xxxx X. Xxxxxxxxxx
--------------------------------
Securityholder (please print)
--------------------------------
Co-Securityholder (please print)
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Xxxxxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx X. Xxxxxx
Software AG Systems, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Xxxxxxxxx
Stephens, Donaldson, Lufkin & Xxxxxxxx Securities Corporation, Xxxxx Xxxxxx Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Xxxxxxxxx Xxxxxxxx, offer, sell, contract to sell, grant any
option to
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares 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
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Xxxxxxxxx Xxxxxxxx in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that 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
BancAmerica Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
Xxxxx Xxxxxx Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Xxxx X. Xxxxx
--------------------------------
Signature of Securityholder
--------------------------------
Signature of Co-Securityholder,
if applicable
Xxxx X. Xxxxx
--------------------------------
Securityholder (please print)
--------------------------------
Co-Securityholder (please print)
