Common use of Total Clause in Contracts

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

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

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

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

Total. 7,200,000 =============== $ -------- -------- EXHIBIT __ A $ POLAROID CORPORATION [Letterhead of officer or director of the CompanyCONVERTIBLE] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- [SENIOR] [SUBORDINATED] DEBT SECURITIES DELAYED DELIVERY CONTRACT [DATE] POLAROID CORPORATION 000 Xxxxxxxx Xxxxx Xxxxxxxxx, 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000 Ladies and GentlemenDear Sirs: This letter is being delivered The undersigned hereby agrees to you in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limitedpurchase from Polaroid Corporation, a Cayman Islands Delaware corporation (the "Company"), and each the Company hereby agrees to sell to the undersigned, $ principal amount of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Shares, $.01 par value the Company's above-captioned securities (the "Ordinary SharesSecurities"), offered by the Company's prospectus dated , 1999, as supplemented by the prospectus supplement dated , 1999 (collectively, the "Prospectus"), receipt of a copy of which is hereby acknowledged, at a purchase price of % of the Company. In order to induce you and the other U.S. Underwriters to enter into the Underwriting Agreementprincipal amount thereof plus accrued interest from , the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (i) any shares of Ordinary Shares to be sold hereunder, (ii) any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior 1999 to the Closing Delivery Date (as defined in the next paragraph) and on the further terms and conditions set forth in this Contract. Payment for and delivery of the Securities to be purchased by the undersigned shall be 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 to accept delivery and make payment for the Securities on the Delivery Date will be subject to the condition that the Securities shall not, on the Delivery Date, be an investment prohibited by the laws of the jurisdiction to which the undersigned is subject, the agreement 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) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth above shall likewise be terminatedbelow. Yours very trulyThis will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, [Signature By ------------------------------ Name: Title: Address: Accepted as of officer or director] [Name and address of officer or director], 199 . POLAROID CORPORATION

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

Total. 7,200,000 =============== EXHIBIT __ Subject 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-time right to purchase, severally and not jointly, up to the number of Additional Securities set forth below at the Purchase Price [Letterhead plus accrued dividends, if any, from [ ] to the date of officer or director payment and delivery]. Additional Securities may be purchased as provided herein solely for the purpose of the Company] Apex Silver Mines Limited ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you covering over-allotments made in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, a Cayman Islands corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Ordinary Sharesthe Firm Securities. If any Additional Securities are to be purchased, $.01 par value 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 "Ordinary Shares"), same proportion to the total number of Additional Securities to be purchased as the Companyamount of Firm Securities set forth opposite the name of such Underwriter above bears to the total amount of Firm Securities. In order to induce you and the other U.S. Underwriters to enter into For purposes of the Underwriting Agreement, Applicable Time means [ ] (New York time) on the undersigned date hereof. The Underwriters will notpay for the Firm Securities upon delivery thereof at the offices of Dxxxx Xxxx & Wxxxxxxx, without the prior written consent of Salomon Brothers Inc1000 Xx Xxxxxx Xxxx, offerXxxxx Xxxx, sell, contract to sell, pledge or otherwise dispose ofXxxxxxxxxx at 10:00 a.m. (New York time) on [ ], or file a registration statement with at such other time, not later than 5:00 p.m. (New York time) on [ ], as shall be designated in writing by the Commission Underwriters and the Company. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Securities shall be made at the offices referred to above at 10:00 a.m. (New York time), on such date (which may be the same as the Closing Date but shall in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within no event be earlier than the meaning of Section 16 Closing Date nor later than ten business days after the giving of the Exchange Act with respect notice hereinafter referred to) as shall be designated in a written notice from us to the Company of our determination, any shares of capital stock on behalf of the Company or Underwriters, to purchase an amount, specified in said notice, of Additional Securities, as 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 determination to exercise the option to purchase Additional Securities and of the Option Closing Date may be given at any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 time within 30 days after the date of the Underwriting Agreement. The Offered Securities shall have the terms set forth in the Prospectus dated [ ], 2006, and the Prospectus Supplement dated [ ], including the 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 preferred stock that each depositary share represents and list Deposit Agreement.] Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. 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 are acting solely in the capacity of an arm’s length contractual counterparty to 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 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 AgreementAgreement to the same extent as if such provisions had been set forth in full herein, other than except that (i) if any shares of Ordinary Shares to be sold hereunderterm defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) any option or warrant or the conversion all references in such document to a type of security that is not an Offered Security shall not be deemed to be a security outstanding on the date hereof and referred to in the Prospectus to which part of this Agreement relates and (iii) shares all references in such document to a type of Ordinary Shares disposed agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of as bona fide gifts approved this Agreement. Please confirm your agreement by Salomon Brothers Inc. If for any reason the Underwriting having an authorized officer sign a copy of this Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement space set forth above shall likewise be terminatedbelow. Yours very trulyVery truly yours, [Signature Name of officer or directorLead Managers] [Name On behalf of themselves and address of officer or director]the other Underwriters named herein By [ ] By: Name: Title: Accepted: COMCAST CORPORATION By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS

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

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

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

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