Disposition of the Shares Clause Samples

Disposition of the Shares. The Specified Stockholder hereby agrees that, without the prior written consent of RGGPLS, it will not, at any time after the date hereof and prior to the Release Date, (i) offer, pledge, sell, assign, 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 of its Shares or any securities convertible into or exercisable or exchangeable for Shares or (ii) 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 Shares (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, property or otherwise), in each case until such time as the Specified Stockholder has sold or disposed of, to a third party that is not an Affiliate of the Specified Stockholder, all of the Excluded Shares (it being understood and agreed that for purposes of this Section 4.01 the term “Excluded Shares” shall only apply to shares of Common Stock then owned by the Specified Stockholder that constitute Excluded Shares) owned by the Specified Stockholder.

Disposition of the Shares. (a) Each Learn2 Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in Section 16 hereof), such Learn2 Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other encumbrance or disposition of ("Transfer"), any shares of the Common Stock or any other capital -------- stock of Learn2 (including all options, warrants and other rights to acquire shares of Common Stock or Learn2 capital stock) (together, the "Capital Stock") ------------- or any other voting interests in Learn2 now owned or hereafter acquired beneficially or of record by such Learn2 Stockholder without the consent of E- Stamp, provided, however, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity that does not prevent the Learn2 Stockholder from performing his or her obligations under this Agreement, and provided, further, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity where as a precondition to such Transfer the transferee: (i) executes a counterpart to this Agreement and a Proxy (as defined in Section 4, and with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Capital Stock (or interest in Capital Stock) subject to all of the terms and provisions of this Agreement. (b) Each Learn2 Stockholder hereby agrees and consents to the entry of stop transfer instructions by Learn2 against the transfer of any shares of the Capital Stock consistent with the terms of Section 2(a) hereof. ------------

Disposition of the Shares. The Parent and the Purchaser shall not, and they shall cause their direct and indirect subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the Shares beneficially owned by the Parent, the Purchaser or their respective direct or indirect subsidiaries, as of the date of this Agreement, or acquired pursuant to the Offer or otherwise prior to the meeting of the Company's stockholders, if any is required, pursuant to which the Shares are voted with respect to the Merger, this Agreement and the transactions contemplated hereby; provided, however, that this Section 6.2 shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such Shares in transactions involving solely the Parent, the Purchaser and/or one or more of their direct or indirect subsidiaries or in connection with any Qualified Acquisition Proposal (as defined in Section 6.5).

Disposition of the Shares. (a) ▇▇▇▇▇▇ ▇▇▇▇▇ further agrees not to make any disposition of all or any part of the Shares in any event unless and until ▇▇▇▇▇▇ ▇▇▇▇▇ shall have notified Cypress of the proposed disposition and shall have furnished Cypress with a detailed statement of the circumstances surrounding the proposed disposition (except for dispositions under Rule 144, in which case ▇▇▇▇▇▇ ▇▇▇▇▇ need only state that a disposition under Rule 144 is being made), and if

Disposition of the Shares. Except as expressly authorized by Aurora, Owner shall not dispose of, enter into an agreement for the disposition of or otherwise commit to the pledge, transfer, assignment, sale, gift or other disposition of the Shares or any rights therein or with respect thereto other than as contemplated by Section 3 hereof. In the event that Aurora determines to pledge, transfer, assign, sell or otherwise dispose of the Shares at any time, Owner hereby acknowledges and agrees that Owner will, upon receipt of notice from Aurora, take all actions necessary to effect any such transaction, at the sole expense of Aurora and subject to the right of indemnification under Section 6 hereof.

Disposition of the Shares. (a) Each Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in SECTION 17 hereof), such Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other Encumbrance or disposition of, any shares of Company Common Stock or any other capital stock of the Company (together, the "CAPITAL STOCK") or any other voting interests in the Company now owned or hereafter acquired beneficially or of record by such Stockholder. (b) Each Stockholder hereby agrees and consents to the entry of stop transfer instructions by the Company against the transfer of any shares of Capital Stock consistent with the terms of SECTION 1(A) hereof.

Disposition of the Shares. In addition to the restrictions set forth in Section A.1 above, the Stockholder shall not Transfer any of the Shares unless and until there is compliance with all of the following requirements: (i) with the exception of a Transfer of the Shares to the public pursuant to an offering registered under the 1933 Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the 1933 Act, the Stockholder shall have provided the Company with a written summary of the terms and conditions of the proposed Transfer; (ii) the Stockholder shall have complied with all requirements of this Agreement applicable to the Transfer of the Shares; (iii) the Stockholder shall have provided the Company with written assurances, in form and substance satisfactory to the Company in its reasonable discretion, that (a) the proposed Transfer does not require registration of the Shares under the 1933 Act, (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken, or (c) all appropriate action has been taken with respect to any requirements of any foreign laws and/or regulations, including, without limitation, any rules or regulations of any self-regulatory organizations; and (iv) if and when applicable, the Stockholder shall have provided the Company with written assurances, in form and substance satisfactory to the Company in its reasonable discretion, that all appropriate action has been taken with respect to any requirements of any domestic laws and/or regulations, including, without limitation, any rules or regulations of any self-regulatory organizations. The Company shall not be required (i) to transfer on its books any Shares which have been sold or transferred in violation of the provisions of this Agreement, or (ii) to treat as the owner of the Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

Disposition of the Shares. MAMI hereby covenants that it will not make ------------------------- any sales of the Shares not in accordance with the Form S-3 Registration Statement and without satisfying the prospectus delivery requirement under the Securities Act. MAMI acknowledges that there may occasionally be times when the Company must suspend (for a period not to exceed 90 days) the use of the prospectus forming part of the Form S-3 Registration Statement until such time as an amendment to such Form S-3 Registration Statement has been filed by the Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act or applicable securities laws. MAMI hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives MAMI written notice of the suspension of the use of such prospectus and ending at the time the Company gives MAMI written notice that MAMI may thereafter effect sales pursuant to said prospectus. MAMI further covenants to notify the Company promptly of the sale of any or all of its Shares and to comply with all filing, reporting and other obligations under applicable securities laws. MAMI further covenants to provide the Company with an updated, accurate and complete plan of distribution at all times for the Company is required to keep the Form S-3 Registration Statement in effect.

Disposition of the Shares. The Shareholders agree that the shares of NCBE Common issued in the Merger will not be sold or otherwise disposed of, except pursuant to (i) an exemption from the registration requirements under the Securities Act, which does not require the filing by NCBE with the Commission of any registration statement, in which case, the Shareholders shall first provide NCBE with an opinion of counsel (which counsel and opinion shall be satisfactory to NCBE) that such exemption is available, or (ii) an effective registration statement filed by NCBE with the Commission under the Securities Act.