CIBC World Markets Corp. U.S. Bancorp Xxxxx Xxxxxxx Inc................
CIBC World Markets Corp. XX Xxxxx Securities Corporation ______________ Total....................................................... EXHIBIT A [Insert date] Xircom, Inc. 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, XX 00000 Credit Suisse First Boston CIBC World Markets Corp. XX Xxxxx Securities Corporation As Representatives of the Several Underwriters c/o Credit Suisse First Boston Corporation Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Ladies and Gentlemen: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering for the common stock (the "Securities") of Xircom, Inc. (the "Company") will be made, and in recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that from the date hereof until 90 days after the public offering (the "Public Offering Date") of the Securities pursuant to the Underwriting Agreement to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities whether now owned or hereafter acquired by the undersigned, or publicly disclose the intention to make any such offer, sale, pledge or disposal without the prior written consent of Credit Suisse First Boston Corporation. Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. A transfer of Securities to a family member or trust will be permitted, provided that the transferee agrees in writing to be bound by the terms of this Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before _______ __, ____. Very truly yours, ................................... [Name of stockholder]
CIBC World Markets Corp. Total...................... =============
CIBC World Markets Corp. ................ Canaccord Adams Inc. ...................... ------------ Total:............................ ============ SCHEDULE III TIME OF SALE PROSPECTUS
CIBC World Markets Corp. ("CIBC") has rendered to the Special Committee its opinion to the effect that, as of the date of this Agreement and subject to the assumptions and limitations specifically described by CIBC to the Special Committee, the Merger Consideration to be received by the shareholders of the Company is fair from a financial point of view to such holders, other than the holders of Excluded Shares (as defined in such opinion). A complete and correct written copy of CIBC's engagement letter has been delivered to Parent and a complete and correct written copy of CIBC's opinion letter will be delivered to Parent promptly after the date of this Agreement. Company has received the approval of CIBC to permit the inclusion of a copy of its written opinion, when delivered, in its entirety in the Proxy Statement, subject to CIBC's review of the Proxy Statement.
CIBC World Markets Corp. TOTAL.......................................... 6,500,000
CIBC World Markets Corp. Total............................................ =============== ================== Draft of May 3, 2000 ANNEX I DESCRIPTION OF COMFORT LETTER Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
CIBC World Markets Corp. First Union Securities, Inc................................ --------------- Total....................................... 20,000,000 =============== EXHIBIT A Form of Lock-Up Agreement
CIBC World Markets Corp. Total........... =============== SCHEDULE C
CIBC World Markets Corp. Credit Lyonnais Securities (USA) Inc............................................ Credit Suisse First Boston Corporation..........................................
