Xxxxxxxxxx Securities. Total.............................................$[50,000,000] ---------------------- Appendix A ---------- The opinion of Xxxxxxx Xxxxxxxxx and Xxxxxxxxx, P.C., special counsel for the Company, to be delivered pursuant to Section 5(d) of the Purchase Agreement, shall be to the following effect (all terms used herein which are defined in the Agreement have the meanings set forth therein):
Xxxxxxxxxx Securities. Xxxxx Xxxxxx Inc........................................... --------- Total................................................. 1,360,000 ========= Sch A-1 SCHEDULE B Number of Initial Maximum Number of International Securities International Option to Be Sold Securities to Be Sold ------------------------ --------------------- FIRST USA PAYMENTECH, INC. 600,000 84,000 FIRST USA FINANCIAL, INC. 760,000 120,000 --------- ------- Total........................ 1,360,000 204,000 ========= ======= SCHEDULE C FIRST USA PAYMENTECH, INC. 1,360,000 Shares of Common Stock (Par Value $.01 Per Share)
Xxxxxxxxxx Securities. Xxxxx Xxxxxxx Inc. ........................................... --------- Total................................................. [3,000,000] ---------
Xxxxxxxxxx Securities. ALEX. XXXXX & SONS INCORPORATED Acting as Representatives of the several Underwriters named in the attached Schedule A. By XXXXXXXXXX SECURITIES By: ________________________________________ Managing Director
Xxxxxxxxxx Securities. By: -------------------------- Name: Title: SCHEDULE A
Xxxxxxxxxx Securities. Acting as Representatives of the several Underwriters named in Schedule A. By Xxxxxxx Xxxxx & Company, L.L.C. By -------------------------------- Principal SCHEDULE A Number of Firm Shares Underwriter to be Purchased -------------------------------- --------------- Xxxxxxx Xxxxx & Company, L.L.C Xxxxxxxxxx Securities -------- TOTAL ======== SCHEDULE B Number of Number of Firm Shares Option Shares to be Sold to be Sold ----------- ------------- Company Selling Stockholders: Xxxx X. Xxxxxx X. Xxxxxx Xxxxxx ------- ------- TOTAL ======= ======= SCHEDULE C Comfort Letter of Xxxxxx Xxxxxxxx LLP
Xxxxxxxxxx Securities. Acting as Representatives of the several Underwriters By Xxxxxxx Xxxxx & Company, L.L.C. By -------------------------------- Principal EXHIBIT B [Form of Lock-up Agreement] RWD TECHNOLOGIES, INC. Initial Public Offering of Shares of Common Stock ------------------------------------------------- Xxxxxxx Xxxxx & Company, L.L.C. Xxxxxxxxxx Securities, as Representatives of the Several Underwriters named in Schedule A to the Underwriting Agreement c/o Xxxxxxx Xxxxx & Company, L.L.C. 000 Xxxx Xxxxx Xxxxxx Chicago, Illinois 60606 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), by and among RWD Technologies, Inc., a Maryland corporation (the "Company"), the Selling Shareholder named therein and each of you as representatives of the several Underwriters named therein, relating to an underwritten initial public offering of Common Stock, $.10 par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, I agree not to offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offering, sale or contract of sale of, any shares of Common Stock beneficially owned by me or any securities convertible into or exchangeable or exercisable for shares of Common Stock (such securities being hereinafter referred to as "Rights") for a period of 180 days following the date of the Prospectus (as defined in the Underwriting Agreement) without your prior written consent. The foregoing restriction is expressly agreed to preclude me from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in such disposition during such 180-day period, even if such shares of Common Stock or Rights would be disposed of by someone other than myself. I understand that such prohibited hedging or other transactions would include transactions such as a short sale (whether or not against the box) and a purchase, sale or grant of any right (including a put or call option) with respect to any such shares of Common Stock or Rights or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such shares of Common Stock or Rights. I also agree and consent to the entry of stop transfer instructions with the Company's transfer agent against the transfer...
Xxxxxxxxxx Securities. By: ----------------------------------- Xxxxxxx X. Xxxxx, Managing Director SCHEDULE A Number of Firm Common Shares Name of Underwriter to be Purchased ------------------------------------------ ------------------------
Xxxxxxxxxx Securities. By: /s/ Xxxxxxxxxx Securities ------------------------------- Name: Title: BA SECURITIES, INC. By: /s/ BA Securities, Inc. ------------------------------- Name: Title: SCHEDULE I Principal Amount ------------ Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation $140,000,000 Xxxxxxx, Sachs & Co. 40,000,000 Xxxxxxxxxx Securities 10,000,000 BA Securities, Inc. 10,000,000 ------------ 200,000,000 ===================================================================
Xxxxxxxxxx Securities. Total................................................ . ========== Sch A-1 SCHEDULE B CB Commercial Holdings, Inc. . Shares of Common Stock (Par Value $.01 Per Share)
