Common use of Total Clause in Contracts

Total. 7,200,000 =============== EXHIBIT __ [Letterhead of officer or director of the Company] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, a Cayman Islands corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the "Ordinary Shares"), of the Company. In order to induce you and the other U.S. Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]

Total. 7,200,000 =============== EXHIBIT __ (a) This Selling Stockholder is represented by [Letterhead of officer or director of the CompanyNAME AND ADDRESS OF COUNSEL] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets and has appointed [NAMES OF ATTORNEYS-IN-FACT (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"NOT LESS THAN TWO), between Apex Silver Mines Limited, a Cayman Islands corporation (the "Company")], and each of you them, as representatives the Attorneys-in-Fact for such Selling Stockholder. (b) This Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], and each of a group them, as the Attorneys-in-Fact for such Selling Stockholder. (c) This Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], and each of Underwriters named thereinthem, relating as the Attorneys-in-Fact for such Selling Stockholder. (d) This Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], and each of them, as the Attorneys-in-Fact for such Selling Stockholder. (e) This Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], and each of them, as the Attorneys-in-Fact for such Selling Stockholder. SCHEDULE III [Weston Presidio Capital II, X.X. Xxxxx Venture Capital Associates, X.X. Xxxxx Funds] Xxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxxxx Xxxxxx Kong Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxx Xx Xxxxxxxx Xxxx Xxxxxx ANNEX I FORM OF COMFORT LETTER Pursuant to an underwritten public offering Section 7(d) of Ordinary Shares, $.01 par value (the "Ordinary Shares"), of the Company. In order to induce you and the other U.S. Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement accountants shall be terminated prior furnish letters to the Closing Date (as defined in Underwriters to the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]effect that:

Total. 7,200,000 =============== EXHIBIT Any notice by the Company to the Underwriter(s) pursuant to this Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication addressed to: ___________________________. The Company acknowledges that the statements set forth in the last paragraph of the cover page and in the ________________ [Letterhead paragraph[s] under the caption “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of officer any Underwriter expressly for use in the Registration Statement relating to the Securities as originally filed or director in any amendment thereof, any related Preliminary Prospectus or the Final Prospectus or in any amendment thereof or supplement thereto, as the case may be. Please accept this offer by signing a copy of this Terms Agreement in the Company] Apex Silver Mines Limited ------------------------- Public Offering space set forth below and returning the signed copy to us. Acting on behalf of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. themselves and as the Representatives of the several U.S. UnderwritersUnderwriters By________________________________ Accepted: BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT B BOSTON SCIENTIFIC CORPORATION Debt Securities DELAYED DELIVERY CONTRACT ___________ __, ______ Boston Scientific Corporation c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, a Cayman Islands corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the "Ordinary Shares"), of the Company. In order to induce you and the other U.S. Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer Representatives] Attention: Dear Sirs: The undersigned hereby agree to purchase from Boston Scientific Corporation (the “Company”), and the Company agrees to sell to the undersigned on __________ __, ____ (the “Delivery Date”), principal amount of the Company’s Debt Securities due ___________ __, ____ (the “Securities”), offered by the Company’s Basic Prospectus dated ____, as supplemented by its Final Prospectus dated ___________ __, ____, receipt of which is hereby acknowledged, at a purchase price of ____% of the principal amount thereof, plus accrued interest from ____, to the Delivery Date, and on the further terms and conditions set forth in the contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or directorby wire transfer in same day funds, on the Delivery Date, upon delivery to the undersigned at the office of [name and address of Representatives], of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before ___________ __, ____, shall have sold to the Underwriters of the Securities (the “Underwriters”) such principal amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated ___________ __, ____ between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. [Name of Purchaser] By________________________________ Accepted: BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT C FORM OF OPINION OF SHEARMAN & STERLING LLP

Total. 7,200,000 =============== 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect to the Offering. SCHEDULE II Selling Stockholder Total Number of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT __ A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [Letterhead of officer or director of the Company·] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter Custody Agreement (“Agreement”) is being executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to you be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the proposed U.S. Underwriting Agreement sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the "“Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement"), between Apex Silver Mines Limited, a Cayman Islands corporation (preliminary draft of which has been delivered to the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the "Ordinary Shares"), of the CompanySelling Stockholder. In order to induce you and secure the other U.S. Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent performance of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior to and the Closing Date (as defined in sale thereunder of the Underwriting Agreement)Shares, the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]Selling Stockholder agrees with the Custodian as follows:

Total. 7,200,000 =============== EXHIBIT __ [Letterhead of officer or director (1) The Underwriters may purchase up to an additional [ — ] Option Shares, to the extent the option described in Section 3(b) of the Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE II List of Individuals and Entities Executing Lock-Up Agreements Officers Non-Employee Directors Significant Stockholders SCHEDULE III Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V Written Testing-the-Waters Communications EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement ______________, 2015 Xxxxx Xxxxxxx & Co. Xxxxxx, Xxxxxxxx & Company] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives representatives of the several U.S. Underwriters, underwriters named in Schedule II to the Underwriting Agreement referred to below c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000 Ladies and GentlemenDear Sirs: This letter is being delivered As an inducement to you in connection with the proposed U.S. Underwriting Agreement underwriters (the "“Underwriters”) to execute an underwriting agreement (the “Underwriting Agreement"), between Apex Silver Mines Limited, ”) providing for a Cayman Islands corporation public offering (the "Company"), and each “Offering”) of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value common stock (the "Ordinary Shares"“Common Stock”), of Gelesis, Inc. and any successor (by merger or otherwise) thereto (the “Company. In order to induce you ”), the undersigned hereby agrees that without, in each case, the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated (the other U.S. Underwriters to enter into “Representatives”) during the Underwriting Agreementperiod specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, without pledge, announce the prior written consent of Salomon Brothers Inc, offerintention to sell, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or file a registration statement indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock, including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 rules and regulations of the Securities and Exchange Act Commission and securities which may be issued upon exercise of a stock option or warrant, whether now owned or hereafter acquired (collectively, the “Securities” and with respect to the undersigned, the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, 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; (3) make any demand for or exercise any right with respect to, the registration of any shares of capital stock of the Company Common Stock or any securities security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such capital stockSecurities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or publicly announce an intention to effect derives any significant part of its value from such transaction, for a period Undersigned’s Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the date of this the final prospectus used to sell Common Stock in the Offering pursuant to the Underwriting Agreement, other than to which you are or expect to become parties. If the undersigned is an officer or director of the Company, (i) each of the Representatives agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Ordinary Shares Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be sold hereunderbound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. If the undersigned is an officer or a director of the Company, or a beneficial owner of 5% or more of the Company’s capital stock as of immediately prior to the closing of the Offering, the undersigned further agrees that the foregoing provision shall be equally applicable to any issuer directed Common Stock that the undersigned may purchase in the offering. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any option trust for the direct or warrant indirect benefit of the undersigned or the conversion immediate family of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust, (v) by testate succession or intestate succession, (vi) acquired in open market transactions after the completion of the Offering or (vii) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(vi), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans; provided that it shall apply to any of the Undersigned’s Securities issued upon such exercise, or (ii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period. 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 Ordinary Shares disposed the Undersigned’s Securities if such transfer would constitute a violation or breach of as bona fide gifts approved by Salomon Brothers Inc. If for this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that upon request, the undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any reason obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company notifies the Underwriters that it does not intend to proceed with the Offering, (ii) 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 Closing Date Common Stock to be sold thereunder, or (iii) the Offering is not completed by June 30, 2015. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as defined custodian, trustee, or on behalf of an entity) EXHIBIT B Form of Company Counsel Opinion (Provided separately) EXHIBIT C Form of Company Intellectual Property Counsel Opinion (Provided separately) EXHIBIT D Form of Company Regulatory Counsel Opinion (Provided separately) EXHIBIT E Form of Company Press Release for Waivers or Releases of Officer/Director Lock-Up Agreements Gelesis, Inc. [Date] Gelesis, Inc. (the “Company”) announced today that Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated, as the representatives of the underwriters, are [waiving] [releasing] [a] lock-up restriction[s] with respect to an aggregate of **[# of common shares] held by certain [officers] [directors] of the Company. These [officers] [directors] entered into lock-up agreements with the representatives in connection with the Company’s initial public offering. This [waiver] [release] will take effect on **[date that is at least 2 business days following date of this press release]. This press release is not an offer for sale of the securities in the Underwriting Agreement)United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the agreement set forth above shall likewise be terminated. Yours very trulyUnited States absent registration or an exemption from registration under the United States Securities Act of 1933, [Signature of officer or director] [Name and address of officer or director]as amended.

Total. 7,200,000 =============== EXHIBIT The Underwriters will pay for the Offered Securities upon delivery thereof in book entry form through the facilities of The Depositary Trust Company (“DTC”) at __:__ [Letterhead a.m][p.m.] (New York City time) on _________, 20__, or at such other time, not later than __:__ [a.m][p.m.] (New York City time) on _________, 20__ as shall be designated by the Lead Managers. The Offered Securities will be represented by one or more fully registered global notes deposited on behalf of officer DTC and registered in the name of DTC or director its nominee. The time and date of such payment and delivery are hereinafter referred to as the Company] Apex Silver Mines Limited ------------------------- Public Offering Closing Date. The Offered Securities shall have the terms set forth in the Basic Prospectus dated _________, 20__ and the Prospectus Supplement dated _________, 20__, including the following: Terms of Ordinary Shares ---------------------------------- Offered Securities Maturity Date: _________, 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets 20__ Interest Rate: ____ percent Interest Payment Dates: ______ and _____ of each year, commencing _________, 20__ Form and Denomination: Denominations of $_____ and multiples thereof [Other Terms:] All provisions contained in the document entitled Landwirtschaftliche Rentenbank Underwriting Agreement Standard Provisions (USAthe “Standard Provisions”) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives dated _________, 20__, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the several U.S. Underwriterssame extent as if such provisions had been set forth in full herein, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxxexcept as modified hereby and except that (i) if any term defined in such document is otherwise defined herein, Xxx Xxxx 00000 Ladies and Gentlemen: This letter the definition set forth herein shall control, (ii) all references in such document to a type of security that is being delivered not an Offered Security shall not be deemed to you be a part of this Underwriting Agreement, (iii) all references in such document to a type of agreement that has not been entered into in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, transactions contemplated hereby shall not be deemed to be a Cayman Islands corporation (the "Company"), and each part of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the "Ordinary Shares"), of the Company. In order to induce you and the other U.S. Underwriters to enter into the this Underwriting Agreement, the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (iv) each of the Exchange Act with respect to, any shares of capital stock representations and warranties set forth in the Standard Provisions (other than the representations and warranties set forth in Section 1(f) of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention Standard Provisions) shall be deemed to effect any such transaction, for a period have been made at and as of 180 days after the Time of First Sale and (v) each of the representations and warranties set forth in the Standard Provisions shall be deemed to have been made at and as of the date of this Underwriting Agreement, other than . The Bank acknowledges and agrees that (i) any shares the purchase and sale of Ordinary Shares the Offered Securities pursuant to be sold hereunderthis Underwriting Agreement is an arm’s-length commercial transaction between the Bank, on the one hand, and the several Underwriters, on the other, (ii) any option in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or warrant or fiduciary of the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and Bank, (iii) shares no Underwriter has assumed an advisory or fiduciary responsibility in favor of Ordinary Shares disposed the Bank with respect to the offering contemplated hereby or the process leading thereto (irrespective of as bona fide gifts approved by Salomon Brothers Inc. If for whether such Underwriter has advised or is currently advising the Bank on other matters) or any reason other obligation to the Bank except the obligations expressly set forth in this Underwriting Agreement and (iv) the Bank has consulted its own legal and financial advisors to the extent it deemed appropriate. The Bank agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Bank, in connection with such transaction or the process leading thereto. The Underwriters agree among themselves that the IPMA Agreement Among Managers New York Version 1 shall apply as to the Underwriters, except that Clause 3 thereof shall be terminated prior to replaced by section 9 of the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]Standard Provisions.

Total. 7,200,000 =============== EXHIBIT $____________ [Letterhead EXHIBIT A INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into between NationsCredit Commercial Corporation of officer or director America, a North Carolina corporation ("NationsCredit"), and NationsBanc Capital Markets, Inc., in its individual capacity and as representative of the underwriters identified on Schedule I hereto (collectively, the "Underwriters"), dated as of May __, 1997. The Underwriters and NationsCredit Securitization Corporation, a Delaware corporation (the "Company] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- "), 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed U.S. have entered into an Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limiteddated as of May __, a Cayman Islands corporation 1997, providing for the sale by the Company to the Underwriters of the ___% Marine Receivable-Backed Certificates (the "CompanyCertificates") of the NationsCredit Grantor Trust 1997-1 (the "Trust"). The Certificates represent beneficial interests in a pool of marine retail installment sale contracts secured by new and used boats, boat motors and boat trailers (the "Receivables"), and each of you as representatives of a group of Underwriters named therein, relating sold by NationsCredit to an underwritten public offering of Ordinary Shares, $.01 par value the Company pursuant to the Purchase Agreement (the "Ordinary SharesPurchase Agreement"), dated as of April 30, 1997, and certain monies received under the Company. In order Simple Interest Receivables and certain monies due under the Precomputed Receivables, in each case, on or after May 1, 1997, security interests in the boats and marine equipment financed thereby, an irrevocable surety bond, limited in amount, covering certain payments under the Receivables (the "Surety Bond"), issued by Capital Markets Assurance Corporation (the "Surety Bond Issuer"), such amounts as from time to induce you time may be held in one or more trust accounts which will be established and maintained by the other U.S. Underwriters Servicer pursuant to enter into the Underwriting Pooling and Servicing Agreement, the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock fights of the Company or under that certain Purchase Agreement dated as of April 30, 1997 between the Company and the Servicer, the proceeds from any securities convertible recourse rights of the Servicer against any seller of new and used boats, boat motors and boat trailers financed by the Receivables (a "Dealer") pursuant to any agreement with a Dealer, the right to proceeds from claims on physical damage, credit life and disability insurance policies relating to the Receivables, and any property that shall have secured a Receivable and that shall have been acquired by the Trustee. The Certificates will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April 30, 1997, among the Company as Depositor, NationsCredit as Servicer and Bankers Trust Company as Trustee. This Indemnification Agreement is being entered into or exercisable or exchangeable for such capital stock, or publicly announce an intention by the parties hereto as a condition to effect any such transaction, for a period the execution of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement and to induce the Underwriters to execute the same. Capitalized terms used but not defined herein shall be terminated prior to have the Closing Date (as defined meanings ascribed thereto in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director].

Total. 7,200,000 =============== EXHIBIT __ [Letterhead 1 Seven percent (7.0%) underwriting commission, but three and a half percent (3.5%) for certain investors. SCHEDULE 2-A Pricing Information Number of officer or director Firm Shares: Number of the Company] Apex Silver Mines Limited ------------------------- Warrants: Number of Option Shares: Public Offering Price per Firm Share: Public Offering Price per Warrant: Underwriting Discount per Firm Share2: Underwriting Discount per Warrant2: Proceeds to Company per Firm Share (before expenses): Proceeds to Company per Warrant (before expenses): 2 Seven percent (7.0%) underwriting commission, but three and a half percent (3.5%) for certain investors. SCHEDULE 2-B Issuer General Use Free Writing Prospectus [*] SCHEDULE 3 List of Ordinary Shares ---------------------------------- Lock-Up Parties Chia-Xxx Xxxxxxx Xxxx Xxxxxx Major General Xxxxx X. Xxx, 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. , Xxx Xxxxxxx X. X’Xxxxxx-Xxxxxxxx, PhD Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, Pharm.D. EXHIBIT A Form of Lock-Up Agreement __________, 2021 A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Nxt-ID, Inc. Follow-On Offering Ladies and Gentlemen: This letter is being delivered The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to you enter into an Underwriting Agreement (the “Underwriting Agreement”) with Nxt-ID, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and warrants to purchase shares of Common Stock. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, a Cayman Islands corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the "Ordinary Shares"), of the Company. In order to induce you and the other U.S. Underwriters to enter into the Underwriting AgreementPublic Offering, the undersigned will nothereby agrees that, without the prior written consent of Salomon Brothers Incthe Representative, the undersigned will not, during the period commencing on the date hereof and ending on the three (3) month anniversary of the Closing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, pledge grant, lend, or otherwise transfer or dispose of, directly or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect toindirectly, any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (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 Lock-Up Securities, whether any such capital stocktransaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or publicly announce an intention to effect enter into any such transaction, for a period of 180 days after the date of this Agreementswap, hedge or other than (i) arrangement relating to any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]Lock-Up Securities.

Total. 7,200,000 ============== ============== EXHIBIT A [FORM OF OPINION OF XXXXXXX XXXXXXX & XXXXXXXX LLP] EXHIBIT B [FORM OF OPINION OF WALKERS] EXHIBIT C (FORM OF OPINION OF EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY] EXHIBIT D [FORM OF OPINION OF XXXXXXXX & XXXXX LLP] EXHIBIT E [FORM OF OPINION OF XXXXXX AND CALDER] EXHIBIT F [FORM OF OPINION OF XXXXX & XXXXXXXX] EXHIBIT G [FORM OF OPINION OF XXXXX XXXX & XXXXXXXX] EXHIBIT H FORM OF LOCK-UP AGREEMENT ________ , 2005 [Letterhead Name & address of officer or director of the CompanyUnderwriter] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Dear Sirs and GentlemenMesdames: This letter is being delivered The undersigned understands that ___ proposes to you in connection with the proposed U.S. enter into an Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited) with Celanese Corporation, a Cayman Islands Delaware corporation (the "Company" and certain stockholders of the Company (the "Selling Stockholders"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten providing for the public offering of Ordinary Shares, $.01 par value (the "Ordinary SharesPublic Offering") by the several Underwriters, including ____ (the "Underwriters"), of shares (the Company. In order "Common Shares") of the Series A Common Stock, par value $.0001 per share of the Company (the "Common Stock") to induce you and be sold by the other U.S. Underwriters to enter into Selling Stockholders identified in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned will nothereby agrees that, without the prior written consent of Salomon Brothers Inc______ 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"), (1) offer, pledge, sell, contract to sell, pledge 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 file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect toindirectly, any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for such capital stockCommon Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or publicly announce an intention to effect in part, any of the economic consequences of ownership of the Common Stock, whether any such transactiontransaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholders, provided that the recipients of such Common Stock agree to be bound by the restrictions described in this Lock-Up Agreement for a period the remainder of 180 days after the date 90-day period, (B) transfers of this Agreement, other than shares of Common Stock by directors and executive officers of the Company (i) any shares of Ordinary Shares to be sold hereunderas a bona fide gift or gifts, (ii) any option by will or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and intestacy, (iii) shares to any trust, partnership or limited liability company for the direct or indirect benefit of Ordinary Shares disposed the undersigned or the immediate family of as bona fide gifts approved by Salomon Brothers Inc. If the undersigned, provided that any such transfer shall not involve a disposition for any reason the Underwriting Agreement shall be terminated prior value, (iv) to the Closing Date a spouse, former spouse, child or other dependent pursuant to a domestic relations order or an order of a court of competent jurisdiction, (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]v) to a nominee or

Total. 7,200,000 =============== EXHIBIT __ [Letterhead $ INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into between NationsCredit Commercial Corporation of officer or director America, a North Carolina corporation ("NationsCredit"), and NationsBanc Capital Markets, Inc., in its individual capacity and as representative of the underwriters identified on Schedule I hereto (collectively, the "Underwriters"), dated as of _________, 1997. The Underwriters and NationsCredit Securitization Corporation, a Delaware corporation (the "Company] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- "), 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed U.S. have entered into an Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limiteddated as of _________, a Cayman Islands corporation 1997, providing for the sale by the Company to the Underwriters of the _____% Marine Receivable-Backed Certificates (the "CompanyMarine Certificates") and the _____% RV Receivable-Backed Certificates (the "RV Certificates" and together with the Marine Certificates, the "Certificates") of the NationsCredit Grantor Trust 1997-2 (the "Trust"). The Marine Certificates represent beneficial interests in a pool of marine retail installment sale contracts secured by new and used boats, boat motors and boat trailers (the "Marine Receivables") and the RV Certificates represent beneficial interests in a pool of recreational vehicle installment sale contracts secured by new and used recreational vehicles (the "RV Receivables" and together with the Marine Receivables, the "Receivables"), and each of you as representatives of a group of Underwriters named therein, relating sold by NationsCredit to an underwritten public offering of Ordinary Shares, $.01 par value the Company pursuant to the Purchase Agreement (the "Ordinary SharesPurchase Agreement"), dated as of _____, 1997, and certain monies received under the Company. In order Simple Interest Receivables and certain monies due under the Precomputed Receivables, in each case, on or after _________, 1997, security interests in the boats and marine equipment financed by the Marine Contract Group, security interests in the recreational vehicles financed by the RV Contract Group, an irrevocable surety bond, limited in amount, covering certain payments under the Receivables (the "Surety Bond"), issued by Capital Markets Assurance Corporation (the "Surety Bond Issuer"), such amounts as from time to induce you time may be held in one or more trust accounts which will be established and maintained by the other U.S. Underwriters Servicer pursuant to enter into the Underwriting Pooling and Servicing Agreement, the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock fights of the Company or under that certain Purchase Agreement dated as of _____, 1997 between the Company and NationsCredit, the rights of NationsCredit Marine Funding Corporation ("NCMF") to cause NationsCredit to repurchase the NCMF Receivables upon the breach of certain representations and warranties, the proceeds from any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period recourse rights of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant NCMF or the conversion Company against any seller of new and used boats, boat motors and boat trailers financed by the Receivables pursuant to any agreement with a security outstanding Dealer, the right to proceeds from claims on physical damage, credit life and disability insurance policies relating to the date hereof Receivables, and referred any property that shall have secured a Receivable and that shall have been acquired by the Trustee. The Certificates will be issued pursuant to in a Pooling and Servicing Agreement (the Prospectus "Pooling and Servicing Agreement"), dated as of _____, 1997, among the Company as Depositor, NationsCredit as Servicer and Bankers Trust Company as Trustee. This Indemnification Agreement is being entered into by the parties hereto as a condition to which this Agreement relates and (iii) shares the execution of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the 25 Underwriting Agreement and to induce the Underwriters to execute the same. Capitalized terms used but not defined herein shall be terminated prior to have the Closing Date (as defined meanings ascribed thereto in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director].

Total. 7,200,000 =============== EXHIBIT __ [Letterhead of officer or director (1) The Underwriters may purchase up to an additional [ — ] Option Shares, to the extent the option described in Section 3(b) of the Company] Apex Silver Mines Limited ------------------------- Public Offering Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE III Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V List of Ordinary Shares ---------------------------------- Individuals and Entities Executing Lock-Up Agreements EXHIBIT A Form of Lock-Up Agreement , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. 2012 Xxxxx Xxxxxx Xxxxxxx & Co. Xxxxxxxx Inc. As U.S. Representatives representatives of the several U.S. Underwriters, underwriters named in Schedule II to the Purchase Agreement referred to below c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000 Ladies and Gentlemenc/o Stephens Inc. 000 Xxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000 Dear Sirs: This letter is being delivered As an inducement to you in connection with the proposed U.S. Underwriting Agreement underwriters (the "Underwriting Agreement"), between Apex Silver Mines Limited, “Underwriters”) to execute a Cayman Islands corporation purchase agreement (the "Company"), and each of you as representatives of “Purchase Agreement”) providing for a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value (the "Ordinary Shares"“Offering”) of common stock (the “Common Stock”), of Conn’s, Inc. and any successor (by merger or otherwise) thereto (the “Company. In order to induce you ”), the undersigned hereby agrees that without, in each case, the prior written consent of Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) and Xxxxxxxx Inc. (the other U.S. Underwriters to enter into “Representatives”) during the Underwriting Agreementperiod specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, without pledge, announce the prior written consent of Salomon Brothers Inc, offerintention to sell, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or file a registration statement indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 rules and regulations of the Securities and Exchange Act Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, 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; (3) make any demand for or exercise any right with respect to, the registration of any shares of capital stock of the Company Common Stock or any securities security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such capital stockSecurities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or publicly announce an intention to effect derives any significant part of its value from such transaction, for a period Securities. The initial Lock-Up Period will commence on the date of 180 this Agreement and continue and include the date 90 days after the date of this the final prospectus used to sell Common Stock in the Offering pursuant to the Purchase Agreement, other than to which you are or expect to become parties; provided, however, that if (i1) any shares during the last 17 days of Ordinary Shares the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be sold hereunder, (ii) any option or warrant or extended until the conversion expiration of a security outstanding the 18-day period beginning on the date hereof and referred of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to agree in the Prospectus Purchase Agreement to which provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement relates during the period from the date of this Agreement to and (iii) shares including the 34th day following the expiration of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior initial Lock-Up Period, it will give notice thereof to the Closing Date Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as defined in may have been extended pursuant to the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer or director] [Name and address of officer or director]previous paragraph) has expired.

Total. 7,200,000 =============== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT __ [Letterhead of officer or director ________________, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives of the Company] Apex Silver Mines Limited ------------------------- Underwriters named in Schedule I to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Re: IntraLinks, Inc. -- Public Offering of Ordinary Shares ---------------------------------- Ladies and Gentlemen: The undersigned understands that you, 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. as Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered propose to you in connection with the proposed U.S. enter into an Underwriting Agreement (the "Underwriting Agreement")) with IntraLinks, between Apex Silver Mines LimitedInc., a Cayman Islands Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten providing for the public offering of Ordinary Shares, $.01 par value (the "Ordinary SharesPublic Offering") by the several Underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), of common stock of the CompanyCompany (the "Securities"). In order to induce you Capitalized terms used herein and not otherwise defined shall have the other U.S. Underwriters to enter into meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned will nothereby agrees that, without the prior written consent of Salomon Brothers IncX.X. Xxxxxx Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period ending 180 days after the date of the prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, announce the intention to sell, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect toindirectly, any shares of capital stock Common Stock, $.01 per share par value, of the Company (the "Common Stock") or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such capital stocktransaction 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: (1) transfers of shares of Common Stock made by reason of the death of any individual (a) to the decedent's estate or personal representative, (b) pursuant to the decedent's last Will and Testament, or publicly announce (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an intention to effect any such transactionindividual in a manner described in clause (1) of this sentence. In addition, for a the undersigned agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period of ending 180 days after the date of this Agreementthe Prospectus, other than (i) make any demand for or exercise any right with respect to, the registration of any shares of Ordinary Shares Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be sold hereunderconferred and any obligations of the undersigned shall be binding upon the successors, (ii) any option assigns, heirs or warrant personal representatives of the undersigned. The undersigned understands that, if the Company notifies you in writing that it does not intend to proceed with the Public Offering, or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason 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 Closing Date (as defined in Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter 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 between the Company and the Underwriters. This lock-up agreement set forth above shall likewise be terminatedgoverned by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Yours very trulyVery truly yours, [Signature of officer or director] [Name and address of officer or director]--------------------------------- By: ----------------------------- Name: Title: