Common use of Total Clause in Contracts

Total. =========== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT _________________, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives of the 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 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with IntraLinks, Inc., a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") by the several Underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), of common stock of the Company (the "Securities"). Capitalized terms used herein and not otherwise defined shall have the 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 hereby agrees that, without the prior written consent of X.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, 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 indirectly, any shares of 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 transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 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 shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:

Total. ============== ============== EXHIBIT A [FORM OF LOCK-UP AGREEMENT 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 __________________ , 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX 2005 [Name & COMPANY, L.L.C. As Representatives address of the 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 Ladies Underwriter] Dear Sirs and GentlemenMesdames: The undersigned understands that you, as Representatives of the several Underwriters, propose ___ proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with IntraLinks, Inc.Celanese Corporation, a Delaware corporation (the "Company" and certain stockholders of the Company (the "Selling Stockholders"), providing for the public offering (the "Public Offering") by the several Underwriters named in Schedule I to the Underwriting Agreement Underwriters, including ____ (the "Underwriters"), of common stock shares (the "Common Shares") of the Series A Common Stock, par value $.0001 per share of the Company (the "SecuritiesCommon Stock"). Capitalized terms used herein and not otherwise defined shall have ) to be sold by the meanings set forth 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, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. ______ on behalf of the Underwriters, the undersigned it will not, during the period commencing on the date hereof and ending 180 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $.01 per share par value, of the Company (the "Common Stock") 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 arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: to (1A) transfers distributions 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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into Common Stock to limited partners or exercisable or exchangeable for Common Stock. In furtherance stockholders of the foregoingSelling Stockholders, provided that the Company, and any duly appointed transfer agent recipients of such Common Stock agree to be bound by the restrictions described in this Lock-Up Agreement for the registration or transfer remainder of the securities described herein90-day period, are hereby authorized (B) transfers of shares of Common Stock by directors and executive officers of the Company (i) as a bona fide gift or gifts, (ii) by will or intestacy, (iii) to decline to make any transfer of securities if such transfer would constitute a violation trust, partnership or breach of this Letter Agreement. The undersigned hereby represents and warrants that limited liability company for the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred direct or agreed to be conferred and any obligations indirect benefit of the undersigned shall be binding upon or the successors, assigns, heirs or personal representatives immediate family of the undersigned. The undersigned understands that, if the Company notifies you in writing provided that it does any such transfer shall not intend involve a disposition for value, (iv) to proceed with the Public Offeringa spouse, former spouse, child or 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 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 dependent pursuant to a domestic relations order or an Underwriting Agreementorder of a court of competent jurisdiction, the terms of which are subject (v) to negotiation between the Company and the Underwriters. This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:a nominee or

Total. 7,200,000 =============== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT __________________ [Letterhead of officer or director of the Company] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the Underwriters named in Schedule I to the Underwriting Agreement referred to below several U.S. Underwriters, c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: IntraLinks, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of This letter is being delivered to you in connection with the several Underwriters, propose to enter into an proposed U.S. Underwriting Agreement (the "Underwriting Agreement") with IntraLinks), Inc.between Apex Silver Mines Limited, a Delaware Cayman Islands corporation (the "Company"), providing for the 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 "Public Offering") by the several Underwriters named in Schedule I to the Underwriting Agreement (the "UnderwritersOrdinary Shares"), of common stock of the Company (Company. In order to induce you and the "Securities"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in other U.S. Underwriters to enter into 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 hereby agrees thatwill not, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the UnderwritersSalomon Brothers Inc, 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, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, pledge or otherwise transfer or dispose of, directly or indirectlyfile 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 Common Stock, $.01 per share par value, capital stock of the Company (the "Common Stock") or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitationsuch capital stock, Common Stock which may be deemed or publicly announce an intention 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 effect any such transaction described in clause (1) or (2) above is to be settled by delivery transaction, for a period 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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectusthis Agreement, make any demand for or exercise any right with respect to, the registration of other than (i) any shares of 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 Ordinary Shares to be conferred 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 obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 if reason 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 Common Stock to be sold thereunderClosing Date (as defined in the Underwriting Agreement), the undersigned agreement set forth above shall likewise be released from all obligations under this Letter Agreementterminated. The undersigned understands that the Underwriters are entering into the Underwriting Agreement Yours very truly, [Signature of officer or director] [Name and proceeding with the Public Offering in reliance upon this Letter Agreement. Whether address of officer 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 shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:director]

Total. =========== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT 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: _________________, 2000 X.X. XXXXXX SECURITIES INC__________. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives The Company acknowledges that the statements set forth in the last paragraph of the Underwriters named cover page and in Schedule I the ________________ paragraph[s] under the caption “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for use in the Registration Statement relating to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxxas originally filed or in any amendment thereof, XX 00000 Re: IntraLinks, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that youany 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 space set forth below and returning the signed copy to us. Acting on behalf of themselves and as the Representatives of the several UnderwritersUnderwriters By________________________________ Accepted: BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT B BOSTON SCIENTIFIC CORPORATION Debt Securities DELAYED DELIVERY CONTRACT ___________ __, propose ______ Boston Scientific Corporation c/o [Name and address of Representatives] Attention: Dear Sirs: The undersigned hereby agree to enter into an Underwriting Agreement purchase from Boston Scientific Corporation (the "Underwriting Agreement") with IntraLinks“Company”), Inc.and the Company agrees to sell to the undersigned on __________ __, a Delaware corporation ____ (the "Company"“Delivery Date”), providing for principal amount of the public offering Company’s Debt Securities due ___________ __, ____ (the "Public Offering") “Securities”), offered by the several Underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters")Company’s Basic Prospectus dated ____, of common stock of the Company (the "Securities"). Capitalized terms used herein and not otherwise defined shall have the 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 Offeringas supplemented by its Final Prospectus dated ___________ __, and for other good and valuable consideration____, 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 hereby agrees thathas agreed to purchase on the Delivery Date shall be made to the Company or by wire transfer in same day funds, without on the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the UnderwritersDelivery Date, upon delivery to the undersigned will not, during at the period ending 180 days after the date office of the prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares [name and address of Common Stock, $.01 per share par valueRepresentatives], 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 Securities to be beneficially owned purchased by the undersigned in accordance with definitive form and in such denominations and registered in such names as the rules and regulations 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 and Exchange Commission and securities which may on the Delivery Date shall be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement subject only to the conditions that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is the purchase of Securities to be settled made by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence the undersigned shall not apply to: (1) transfers of shares of Common Stock made by reason on the Delivery Date be prohibited under the laws of the death of any individual (a) jurisdiction to which the decedent's estate or personal representative, (b) pursuant to the decedent's last Will and Testament, or (c) by operation of law; undersigned is subject and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for on or before ___________ __, ____, shall have sold to the registration or transfer Underwriters of the securities described herein, are hereby authorized to decline to make any transfer of securities if Securities (the “Underwriters”) 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 conferred and any obligations principal amount of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 Common Stock Securities as is 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 to them pursuant to an Underwriting Agreementthe Terms Agreement dated ___________ __, the terms of which are subject to negotiation ____ between the Company and the Underwriters. This lock-up 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 shall be governed by and construed of the undersigned in accordance with the laws its terms. [Name of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- Purchaser] By________________________________ Accepted: ----------------------------- Name: Title:BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT C FORM OF OPINION OF SHEARMAN & STERLING LLP

Total. =========== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT $________________ EXHIBIT A INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into between NationsCredit Commercial Corporation of 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 __, 2000 X.X. XXXXXX SECURITIES INC1997. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives of the The 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 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with IntraLinks, Inc.NationsCredit Securitization Corporation, a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") by the several Underwriters named in Schedule I to the have entered into an Underwriting Agreement (the "UnderwritersUnderwriting Agreement"), dated as of common stock May __, 1997, providing for the sale by the Company to the Underwriters of the ___% Marine Receivable-Backed Certificates (the "Certificates") 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"), sold by NationsCredit to the Company pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of April 30, 1997, and certain monies received under the 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 time may be held in one or more trust accounts which will be established and maintained by the Servicer pursuant to the Pooling and Servicing Agreement, the fights of the Company (the "Securities"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters under that may participate in the Public Offering to continue their efforts in connection with the Public Offeringcertain Purchase Agreement dated as of April 30, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.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, 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 indirectly, any shares of 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 transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 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 1997 between the Company and the UnderwritersServicer, the proceeds from any 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 lock-up agreement shall be governed Indemnification Agreement is being entered into by and construed in accordance with the laws of the State of New York, without regard parties hereto as a condition to the conflict execution of laws principles thereofUnderwriting Agreement and to induce the Underwriters to execute the same. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement.

Total. =========== (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 III Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V List of Individuals and Entities Executing Lock-Up Agreements EXHIBIT A FORM OF LOCKForm of Lock-UP AGREEMENT LOCK-UP AGREEMENT _________________Up Agreement , 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX 2012 Xxxxx Xxxxxxx & COMPANY, L.L.C. Co. Xxxxxxxx Inc. As Representatives representatives of the Underwriters underwriters named in Schedule I II to the Underwriting Purchase Agreement referred to below c/o X.X. Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 c/o Stephens Inc. 000 Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxxxx Xxxx, XX 00000 ReDear Sirs: IntraLinks, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of As an inducement to the several Underwriters, propose to enter into an Underwriting Agreement underwriters (the "Underwriting Agreement"“Underwriters”) with IntraLinks, Inc., to execute a Delaware corporation purchase agreement (the "Company"), “Purchase Agreement”) providing for the a public offering (the "Public “Offering"”) by the several Underwriters named in Schedule I to the Underwriting Agreement of common stock (the "Underwriters"“Common Stock”), of common stock of the Company Conn’s, Inc. and any successor (by merger or otherwise) thereto (the "Securities"“Company”). Capitalized terms used herein and not otherwise defined shall have the 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 hereby agrees thatthat without, without in each case, the prior written consent of X.X. Xxxxxx Securities Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) and Xxxxxxxx Inc. on behalf of (the Underwriters“Representatives”) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), 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, 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 indirectly, any shares of Common Stock, $.01 per share par value, of the Company (the "Common Stock") Stock or any securities convertible into or 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 rules and regulations of the Securities and Exchange 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 Common StockUndersigned’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. The foregoing sentence shall not apply to: ; (13) 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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. In furtherance ; 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 Securities 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 derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the final prospectus used to sell Common Stock in the Offering pursuant to the Purchase Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company, and any duly appointed transfer agent for Company releases earnings results or material news or a material event relating to the registration Company occurs or transfer (2) prior to the expiration of the securities described hereininitial Lock-Up Period, are hereby authorized to decline to make any transfer the Company announces that it will release earnings results during the 16-day period beginning on the last day of securities if the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such transfer would constitute a violation earnings results or breach material news, or the occurrence of this Letter Agreementsuch material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby represents and warrants acknowledges that the Company will be requested to agree in the Purchase Agreement to provide written notice to the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and of any obligations event that would result in an extension of the undersigned shall Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be binding upon the successorsdeemed to have been given to, assignsand received by, heirs or personal representatives of the undersigned. The undersigned understands further agrees that, if the Company notifies you in writing that it does not intend to proceed with the Public Offering, or 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 Common Stock engaging in any transaction or taking any other action that is subject 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 this Agreement during the period from the date of this Agreement to negotiation between and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Underwriters. This lockCompany that the Lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard Up Period (as may have been extended pursuant to the conflict of laws principles thereof. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:previous paragraph) has expired.

Total. =========== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT 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 __:_______ [a.m][p.m.] (New York City time) on _________, 2000 X.X. XXXXXX SECURITIES INC20__, 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. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANYThe Offered Securities will be represented by one or more fully registered global notes deposited on behalf of DTC and registered in the name of DTC or its nominee. The time and date of such payment and delivery are hereinafter referred to as the Closing Date. The Offered Securities shall have the terms set forth in the Basic Prospectus dated _________, L.L.C. As Representatives 20__ and the Prospectus Supplement dated _________, 20__, including the following: Terms of Offered Securities Maturity Date: _________, 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 (the “Standard Provisions”) 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 same extent as if such provisions had been set forth in full herein, except as modified hereby and except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to 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 transactions contemplated hereby shall not be deemed to be a part of this Underwriting Agreement, (iv) each of the Underwriters named representations and warranties set forth in Schedule I the Standard Provisions (other than the representations and warranties set forth in Section 1(f) of the Standard Provisions) shall be deemed to have been made at and as of 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. The Bank acknowledges and agrees that (i) the purchase and sale of the Offered Securities pursuant to this Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxxis an arm’s-length commercial transaction between the Bank, XX 00000 Re: IntraLinkson the one hand, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose on the other, (ii) in connection therewith and with the process leading to enter into such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Bank, (iii) no Underwriter has assumed an Underwriting Agreement (advisory or fiduciary responsibility in favor of the "Underwriting Agreement") Bank with IntraLinks, Inc., a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") by the several Underwriters named in Schedule I respect to the Underwriting Agreement offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the "Underwriters"), of common stock of Bank on other matters) or any other obligation to the Company (Bank except the "Securities"). Capitalized terms used herein and not otherwise defined shall have the meanings obligations expressly set forth in this Underwriting Agreement and (iv) the Underwriting AgreementBank has consulted its own legal and financial advisors to the extent it deemed appropriate. To induce The Bank agrees that it will not claim that the Underwriters that may participate in Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Public Offering to continue their efforts Bank, in connection with such transaction or the Public Offering, and for other good and valuable consideration, receipt of which is hereby acknowledged, process leading thereto. The Underwriters agree among themselves that the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of IPMA Agreement Among Managers New York Version 1 shall apply as to the Underwriters, the undersigned will not, during the period ending 180 days after the date except that Clause 3 thereof shall be replaced by section 9 of the prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of 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 transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 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 shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:Standard Provisions.

Total. =========== EXHIBIT A FORM OF LOCKSubject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have a one-UP AGREEMENT LOCKtime right to purchase, severally and not jointly, up to the number of Additional Securities set forth below at the Purchase Price [plus accrued dividends, if any, from [ ] to the date of payment and delivery]. Additional Securities may be purchased as provided herein solely for the purpose of covering over-UP AGREEMENT _________________, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives allotments made in connection with the offering of the Underwriters named in Schedule I Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional Offered Securities as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the amount of Firm Securities set forth opposite the name of such Underwriter above bears to the total amount of Firm Securities. For purposes of the Underwriting Agreement Agreement, Applicable Time means [ ] (New York time) on the date hereof. The Underwriters will pay for the Firm Securities upon delivery thereof at the offices of Dxxxx Xxxx & Wxxxxxxx, 1000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx at 10:00 a.m. (New York time) on [ ], or at such other time, not later than 5:00 p.m. (New York time) on [ ], as shall be designated in writing by the Underwriters and the Company. The time and date of such payment and delivery are hereinafter referred to below c/o X.X. Xxxxxx as the “Closing Date.” Payment for any Additional Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxxshall be made at the offices referred to above at 10:00 a.m. (New York time), XX 00000 Re: IntraLinkson such date (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from us to the Company of our determination, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that youon behalf of the Underwriters, to purchase an amount, specified in said notice, of Additional Securities, as Representatives shall be designated in writing by us. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the several Underwriters, propose determination to enter into an Underwriting Agreement (exercise the "option to purchase Additional Securities and of the Option Closing Date may be given at any time within 30 days after the date of the Underwriting Agreement") with IntraLinks. The Offered Securities shall have the terms set forth in the Prospectus dated [ ], Inc.2006, a Delaware corporation (and the "Company")Prospectus Supplement dated [ ], providing for including the public offering (the "Public Offering") by the several Underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters")following: Terms of Offered Securities Securities: Aggregate Number of Firm Securities: Aggregate Number of Additional Securities: Redemption Provisions: Conversion Provisions: Exchange Provisions: Lock-Up Securities: Lock-Up Period: Additional Provisions: [If depositary shares are offered, list beneficial ownership of common preferred stock of the Company (the "Securities"). that each depositary share represents and list Deposit Agreement.] Capitalized terms used herein above and not otherwise defined herein shall have the meanings set forth in the Underwriting AgreementProspectus and Prospectus Supplement referred to above. To induce All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 1000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters that may participate are acting solely in the Public Offering capacity of an arm’s length contractual counterparty to continue the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their efforts own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth below, all provisions contained in the document entitled Comcast Corporation Underwriting Agreement Standard Provisions (Preferred Stock, Depositary Shares, Common Stock) dated [ ], (the “Standard Provisions”), 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 Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the Public Offering, and for other good and valuable consideration, receipt of which is transactions contemplated hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.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, 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 indirectly, any shares of 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 shall not 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 transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) part of this sentenceAgreement. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 Please confirm your agreement by having an authorized to decline to make any transfer of securities if such transfer would constitute officer sign a violation or breach copy of this Letter Agreement. The undersigned hereby represents and warrants that Agreement in the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 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 shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereofspace set forth below. Very truly yours, --------------------------------- [Name of Lead Managers] On behalf of themselves and the other Underwriters named herein By [ ] By: ----------------------------- Name: Title:: Accepted: COMCAST CORPORATION By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS

Total. =========== $ -------- -------- EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT _________________$ POLAROID CORPORATION [CONVERTIBLE] [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx Xxxxxxxxx, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives of the 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 Xxxxxxxxxxxxx 00000 Re: IntraLinks, Inc. -- Public Offering Ladies and GentlemenDear Sirs: The undersigned understands that you, as Representatives of the several Underwriters, propose hereby agrees to enter into an Underwriting Agreement (the "Underwriting Agreement") with IntraLinks, Inc.purchase from Polaroid Corporation, a Delaware corporation (the "Company"), providing for and the public offering (the "Public Offering") by the several Underwriters named in Schedule I Company hereby agrees to sell to the Underwriting Agreement (the "Underwriters")undersigned, of common stock $ principal amount of the Company Company's above-captioned securities (the "Securities"). Capitalized terms used herein and not otherwise defined shall have , offered by the meanings set forth in Company's prospectus dated , 1999, as supplemented by the Underwriting Agreement. To induce prospectus supplement dated , 1999 (collectively, 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"Prospectus"), receipt of a copy of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent at a purchase price of X.X. Xxxxxx Securities Inc. on behalf % of the Underwritersprincipal amount thereof plus accrued interest from , the undersigned will not, during the period ending 180 days after the date of the prospectus relating 1999 to the Public Offering Delivery Date (as defined in the "Prospectus"), (1next paragraph) offer, pledge, announce and on the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of 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 further terms and conditions set forth 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 transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwisethis Contract. 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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 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 conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 Payment for and delivery of the Common Stock Securities to be sold thereunder, purchased by the undersigned shall be released from all obligations under this Letter made on , 1999 , herein called the "Delivery Date." At 10:00 A.M., New York time, on the Delivery Date, the Securities to be purchased by the undersigned hereunder will be delivered by the Company to the undersigned, and the undersigned will accept delivery of such Securities and will make payment to the Company of the purchase price therefor, at the office of . Payment will be certified or official bank check payable in next-day funds settled through the New York Clearing House to or upon the order of the Company. This Contract will terminate and be of no further force and effect after , 1999, unless (i) on or before such date it shall have been executed and delivered by both parties hereto or (ii) the Company shall have sold to the Underwriters named in the Prospectus the Immediate Delivery Underwritten Securities (as defined in the Underwriting Agreement referred to in the Prospectus) and the Company shall have mailed or delivered to the undersigned at its address set forth below a notice to that effect, stating the date of the occurrence thereof, accompanied by copies of the opinion of counsel for the Company delivered to such Underwriters pursuant to Paragraph 10(f) of the Underwriting Agreement. The obligation of the undersigned understands to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Underwriters are entering into Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the undersigned hereby representing that such an investment is not so prohibited on the date hereof. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of any Delayed Delivery Contract (as defined in said Underwriting Agreement and proceeding with Agreement) is in the Public Offering in reliance upon this Letter Agreement. Whether or Company's sole discretion and, without limiting the foregoing, need not the Public Offering actually occurs depends be on a number first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of factors, including market conditionsacceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. Any Public Offering This will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation become a binding contract between the Company and the Underwriters. This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereofundersigned when such counterpart is so mailed or delivered. Very truly yours, --------------------------------- By: ----------------------------- By ------------------------------ Name: Title:: Address: Accepted as of , 199 . POLAROID CORPORATION

Total. =========== 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 Firm Shares: Number of 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 Lock-Up Parties Chia-Xxx Xxxxxxx Xxxx Xxxxxx Major General Xxxxx X. Xxx, USA, Xxx Xxxxxxx X. X’Xxxxxx-Xxxxxxxx, PhD Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, Pharm.D. EXHIBIT A FORM OF LOCKForm of Lock-UP AGREEMENT LOCK-UP AGREEMENT _______Up Agreement __________, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY2021 A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, L.L.C. As Representatives of the Underwriters named in Schedule I to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: IntraLinksNxt-ID, Inc. -- Public Follow-On Offering Ladies and Gentlemen: The undersigned understands that youA.G.P./Alliance Global Partners, as Representatives Representative of the several Underwriters, propose underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the "“Underwriting Agreement"”) with IntraLinksNxt-ID, Inc., a Delaware corporation (the "“Company"”), providing for the public offering (the "“Public Offering"”) by the several Underwriters named in Schedule I 1 to the Underwriting Agreement (the "“Underwriters"), ”) of shares of common stock stock, par value $0.001 per share, of the Company (the "Securities")“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 Underwriters that may participate in the Public Offering Representative to continue their its efforts in connection with the Public Offering, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the UnderwritersRepresentative, the undersigned will not, during the period ending 180 days after commencing on the date hereof and ending on the three (3) month anniversary of the prospectus relating to the Public Offering Closing Date (the "Prospectus"“Lock-Up Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchasegrant, purchase any option or contract to sell, grant any option, right or warrant to purchaselend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $.01 per share par value, of the Company (the "Common Stock") Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including without limitationStock, Common Stock which may be deemed to be beneficially whether now owned or hereafter acquired by the undersigned in accordance or with respect to which the rules and regulations undersigned has or hereafter acquires the power of disposition (collectively, the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or “Lock-Up Securities”); (2) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise. The foregoing sentence shall not apply to: ; (13) 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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, to the registration of any shares of Common Stock Lock-Up Securities; or any security convertible into or exercisable or exchangeable for Common Stock. In furtherance of (4) publicly disclose 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 intention to make any transfer of securities if such transfer would constitute a violation offer, sale, pledge or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority disposition, or to enter into this Letter Agreement. All authority herein conferred any transaction, swap, hedge or agreed other arrangement relating to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or 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 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 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 lockLock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- By: ----------------------------- Name: Title:Up Securities.

Total. =========== (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 LOCKForm of Lock-UP AGREEMENT LOCKUp Agreement Lock-UP AGREEMENT ___Up Agreement ______________, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX 2015 Xxxxx Xxxxxxx & COMPANYCo. Xxxxxx, L.L.C. Xxxxxxxx & Company, Incorporated As Representatives representatives of the Underwriters underwriters named in Schedule I II to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 ReDear Sirs: IntraLinks, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of As an inducement to the several Underwriters, propose to enter into an Underwriting Agreement underwriters (the "“Underwriters”) to execute an underwriting agreement (the “Underwriting Agreement"”) with IntraLinks, Inc., a Delaware corporation (the "Company"), providing for the a public offering (the "Public “Offering"”) by the several Underwriters named in Schedule I to the Underwriting Agreement of common stock (the "Underwriters"“Common Stock”), of common stock of the Company Gelesis, Inc. and any successor (by merger or otherwise) thereto (the "Securities"“Company”). Capitalized terms used herein and not otherwise defined shall have the 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 hereby agrees thatthat without, without in each case, the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated (the Underwriters“Representatives”) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), 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, 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 indirectly, any shares of Common Stock, $.01 per share par value, of the Company (the "Common Stock") Stock or any securities convertible into or into, exercisable or exchangeable for or that represent the right to receive Common Stock (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) , 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 Common StockUndersigned’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. The foregoing sentence shall not apply to: ; (13) 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 (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, 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 ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; 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 Securities 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 derives any significant part of its value from such 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 the final prospectus used to sell Common Stock in the Offering pursuant to the Underwriting Agreement, 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 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 bound 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 trust for the direct or indirect benefit of the undersigned or the immediate family of the 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, Company and any duly appointed its transfer agent for the registration or transfer of the securities described herein, and registrar are hereby authorized to decline to make any transfer of securities shares of the Undersigned’s Securities if such transfer would constitute a violation or breach of this Letter Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter 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 obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, that the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company notifies you in writing the Underwriters that it does not intend to proceed with the Public Offering, or if (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 Common Stock to be sold thereunder, or (iii) the undersigned shall be released from all obligations under this Letter AgreementOffering is not completed by June 30, 2015. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Lock-Up 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 lockLock-up agreement Up Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, --------------------------------- Printed Name of Holder By: ----------------------------- Name: Title:Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as 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 United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.