Common use of Restrictions on Disposition Clause in Contracts

Restrictions on Disposition. The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

Restrictions on Disposition. The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. The parties agree that any Parent Shares received by the Stockholder with respect to any shares received after the date hereof under the earn-out payments payable under of the Agreement and Plan of Merger (the "Agreement") dated as of August 1, 1999, by and between the Company, ▇▇-▇▇▇▇ Acquisition Corp., ▇▇▇▇ Communications Inc., the Stockholder and the Stockholder, as trustee under the ▇▇▇▇▇▇▇ ▇▇▇▇ Grantor Retained Annuity Trust u/t/a/d March 5, 1999 (the "Subsequent Shares") shall not be subject to this Section 4 (other than the last sentence of Section 4(b) which shall apply to the Subsequent shares for a period of 180 days after the Effective Time). Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

Restrictions on Disposition. The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. The parties agree that any Parent Shares received by the Stockholder with respect to any shares received after the date hereof under the earn-out payments payable under of the Agreement and Plan of Merger (the "Agreement") dated as of August 1, 1999, by and between the Company, ▇▇-▇▇▇▇ Acquisition Corp., ▇▇▇▇ Communications Inc., ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, as trustee under the ▇▇▇▇▇▇▇ ▇▇▇▇ Grantor Retained Annuity Trust u/t/a/d March 5, 1999 (the "Subsequent Shares") shall not be subject to this Section 4(other than the last sentence of Section 4(b) which shall apply to the Subsequent shares for a period of 180 days after the Effective Time). Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

Restrictions on Disposition. The Stockholder hereby agrees(a) Prior to a Qualified Public Offering, the Optionee shall not sell, pledge, hypothecate or transfer (hereinafter, “Transfer”) any Option Shares, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent approval of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit each of the Stockholder and/or one or more Family Members and/or a charitable organization Significant Securityholders (a "Family Member Trust"hereinafter defined), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term provisions of this Agreement; providedSection 14(a) shall not apply: (i) to a repurchase of Option Shares pursuant to Section 8 hereof, however, that any Person receiving such Parent Shares shall be subject (ii) to a Transfer of some or all of the restrictions Option Shares to a another stockholder of the Company or to a member of Evolent Health, LLC (the “LLC”) in a transaction approved by each of the Significant Securityholders, or (iii) to a Transfer of Option Shares made for bona fide estate planning purposes, either during his or her lifetime or on Disposition death by will or intestacy to one or more of his or her Immediate Family Members (hereinafter defined), or any other relative/person approved by the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Optionee or any such Immediate Family Members; provided that in the case of a Transfer pursuant to clauses (ii) or (iii), the Optionee shall deliver prior written notice to the Company of such Parent Transfer, and such Option Shares imposed by this Agreement shall at all times remain subject to the same extent terms and restrictions set forth in this Option. In addition, the Transferee of any such Option Shares shall, as a condition to such issuance, deliver a joinder to this Option as confirmation that such Transferee shall be bound by all the Stockholderterms and conditions of this Option with respect to the Option Shares so Transferred to the Transferee; and provided, further, in the case of any Transfer pursuant to clause (iii) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer. (b) In addition to the Optionee’s compliance with the transfer restrictions set forth in Section 14(a) hereof, the Optionee shall give prompt notice to the Company of any disposition or other transfer of any Option Shares acquired under this Option if such disposition or transfer is made (a) within two years from the Grant Date with respect to such Option Shares or (b) within one year after the transfer of such Option Shares to the Optionee. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Optionee in such disposition or other transfer.

Restrictions on Disposition. The Prior to a Public Offering, no Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to may sell, transfer, assignpledge, cause to be redeemed encumber or otherwise sell or dispose of any of Covered Equity to any Person (other than the Parent Shares Company) except as follows (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares “Permitted Transfer”): (i) to any Family MemberSpecified Affiliate of such Stockholder, provided that such Specified Affiliate agrees in writing to become a party to this Agreement and provided further that such Specified Affiliate delivers to the Company (x) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the transfer is not a Prohibited Transfer, and (y) a certificate of the transferor and the transferee, to the effect that the transferee is a Specified Affiliate of the transferor; (ii) to any other Stockholder, provided that such transferee Stockholder delivers an opinion of counsel to the trustee Company, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the transfer is not a Prohibited Transfer; (iii) any transfer of Common Stock in a public offering if such stock has been registered pursuant to Section 6 or trustees 7; (iv) any transfer of Common Stock pursuant to Sections 4 and 5; and (v) any transfer of Common Stock to a trust solely person who is not a Stockholder or a Specified Affiliate of the transferor, subject to compliance with the right of first refusal provided in Section 3(c), provided that the transferee (x) agrees in writing to become a party to this Agreement and (y) delivers an opinion of counsel to the Company, which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer is not a Prohibited Transfer; Each Stockholder shall give the Company at least 15 days prior notice of any proposed disposition of any Covered Equity pursuant to a Permitted Transfer described in this Section 3(a), and prompt notice of any such actual disposition. Any sale, transfer, pledge, encumbrance or other disposition of any Covered Equity other than pursuant to a Permitted Transfer shall be void and of no effect. The Company agrees to provide such certificates with respect to factual matters involving the Company as may be reasonably requested by a Stockholder or its counsel in connection with a proposed Permitted Transfer. Notwithstanding the foregoing, no Management Stockholder may effect any Permitted Transfer (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization type described in clauses (a "Family Member Trust"i), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, and (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement Section 3.1(a)) until the earlier to occur of (each such transferx) June 30, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister2002, and (cy) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer termination of such Parent Shares except in compliance Management Stockholder’s employment with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the StockholderCompany.

Restrictions on Disposition. The Stockholder hereby agrees(a) No Restricted Holder may sell, transfer, pledge, encumber or otherwise dispose of (a "Transfer") any Covered Shares to any Person (other than Holding) except as permitted follows (a "Permitted Transfer"): (i) A Restricted Holder may Transfer all or a portion of its Covered Shares to any of its Affiliates (such transferees, the "Affiliate Transferees"), subject to the following (such Transfer to an Affiliate, an "Affiliate Transfer"): (1) such Affiliate agreeing, by executing a counterpart to this Agreement, to be bound by the obligations of the transferring Restricted Holder and the restrictions applicable to Covered Shares held by Affiliate Transferees under this Agreement and such transferee will be a "Restricted Holder" for the purposes of this Agreement; (2) such Affiliate agreeing, by executing a counterpart to the Registration and Participation Agreement, to be bound by the obligations of the transferring Restricted Holder under the Registration and Participation Agreement, that the Covered Shares will constitute "Registrable Securities" for the purposes of the Registration and Participation Agreement, and that such Affiliate will be entitled to the rights and subject to the obligations of such transferring Restricted Holder created under the Registration and Participation Agreement to the extent provided in the Registration and Participation Agreement; (3) such Affiliate agreeing, by executing a counterpart to this Agreement, to transfer the Covered Shares back to the transferring Restricted Holder or an Affiliate of the transferring Restricted Holder in the event that it ceases to remain an Affiliate of the transferring Restricted Holder; and (4) each Affiliate, if such transferring Restricted Holder is a Fund Distributee, granting an irrevocable power of attorney pursuant to Section 4(a212(e) of the General Corporation Law of the State of Delaware, coupled with an interest, to the general partner of the Shareholder (to whom such Covered Shares were originally issued) granting it the power to vote and to dispose of such shares in its sole discretion and to take any other action contemplated by this Agreement. (ii) A Restricted Holder that is a private equity investment fund may distribute all or a portion of its Covered Shares to its Fund Distributees, and its general partner may distribute such Covered Shares to its Fund Distributees, subject to the following (such distribution, a "Fund Distribution"): (1) each transferee agreeing, by executing a counterpart to this Agreement, to be bound by the obligations of a Restricted Holder and the restrictions applicable to Covered Shares held by Fund Distributees under this Agreement and such transferee will be a "Restricted Holder" for the purposes of this Agreement; (2) each transferee agreeing, by executing a counterpart to the Registration and Participation Agreement, that such Covered Shares will constitute "Registrable Securities" for the purposes of the Registration and Participation Agreement and such transferee will be entitled to the rights and subject to the obligations of a holder of Registrable Securities under the Registration and Participation Agreement to the extent provided in the Registration and Participation Agreement, and (3) each transferee granting an irrevocable power of attorney pursuant to Section 212(e) of the General Corporation Law of the State of Delaware, coupled with an interest, to the general partner of the Shareholder to whom such Covered Shares were originally issued, granting it the power to vote and to dispose of such shares in its sole discretion and to take any other action contemplated by this Agreement. (iii) A Restricted Holder may Transfer all or a portion of its Covered Shares to a third party (such transferee, a "Third Party Transferee") following compliance with the right of first offer provided in Section 4.2 and the tag-along rights in Section 4.3 (such Transfer to a Third Party Transferee, a "Third Party Transfer"), subject to such Third Party Transferee agreeing, by executing a counterpart to the Registration and Participation Agreement, that (1) such shares will constitute "Registrable Securities" for the purposes of the Registration and Participation Agreement, and (2) such Third Party Transferee will be entitled to the rights and subject to the obligations of a holder of Registrable Securities created under the Registration and Participation Agreement to the extent provided in the Registration and Participation Agreement. (iv) A Restricted Holder may Transfer all or a portion of its Covered Shares to another Restricted Holder in the event that the right of first offer provided in Section 4.2 is exercised. (v) A Restricted Holder may Transfer all or a portion of its Covered Shares pursuant to Section 4.3. (vi) A Restricted Holder may Transfer all their Covered Shares pursuant to Section 4.4. (vii) A Restricted Holder may sell all or a portion of its Covered Shares in connection with a public offering of shares of Common Stock registered under the Securities Act (a "Public Offering"), subject to any "lock-up" under the Registration and Participation Agreement or that may otherwise be required by the underwriters of such offering, or under Rule 144 promulgated under the Securities Act. (b) Each Restricted Holder will give Holding and the other Restricted Holders the notice specified below of a Permitted Transfer: (i) prompt notice following an Affiliate Transfer or a Fund Distribution under Section 4.1(a)(i) or Section 4.1(a)(ii), respectively; (ii) the notice required under Section 4.2 and Section 4(b4.3 in connection with a Third Party Transfer under Section 4.1(a)(iii); (iii) belowthe notice required under Section 4.2 or Section 4.3 in connection with a Permitted Transfer under Section 4.1(a)(iv)or Section 4.1(a)(v), not respectively; (iv) the notice required under the Registration and Participation Agreement in connection with a Permitted Transfer pursuant to a Public Offering under Section 4.1(a)(vii); and (v) prompt notice following a Permitted Transfer under Rule 144 promulgated under the Securities Act. (c) Each Restricted Holder acknowledges and agrees that: (i) the Restricted Holder will not, directly or indirectly, offer to sell, contract to selloffer, transfer, assignsell, cause to be redeemed pledge, hypothecate or otherwise sell or dispose of any of the Parent Covered Shares (collectively or solicit any offers to buy, purchase or otherwise acquire or take a "Disposition") received by the stockholder pledge of any Covered Shares), except in connection compliance with the Merger without Securities Act, and the prior written consent rules and regulations of Cordiant. Notwithstanding anything to the contrary provided SEC thereunder, and in compliance with this AgreementAgreement and applicable state and foreign securities or "blue sky" laws; (ii) none of the Covered Shares may be transferred, the Stockholder shall have the right to transfer Parent Shares sold, pledged, hypothecated or otherwise disposed of (i) to any Family Memberunless the provisions of this Agreement have been complied with or have expired, (ii) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Restricted Holder delivers to Holding an opinion of counsel, which opinion and counsel to be reasonably satisfactory to Holding, to the trustee or trustees effect that such disposition is exempt from the provisions of a trust solely (except for remote contingent interests) for the benefit Section 5 of the Stockholder and/or one Securities Act or more Family Members and/or (C) a charitable organization no-action letter from the SEC, reasonably satisfactory to Holding, is obtained with respect to such disposition, unless this clause (a "Family Member Trust")ii) is waived by Holding, and (iii) unless such disposition is pursuant to a foundation created registration under any applicable state securities laws or established an exemption therefrom; and (iii) if any of the Covered Shares are to be disposed of in accordance with Rule 144, the Restricted Holder will transmit to Holding an executed copy of Form 144 (if required by Rule 144) no later than the Stockholdertime such form is required to be transmitted to the SEC for filing and such other documentation as Holding may reasonably require to assure compliance with Rule 144 in connection with such disposition. (d) Each Restricted Holder acknowledges that the certificate or certificates representing the Covered Shares will bear an appropriate legend, or any other charitable organizationwhich will include, without limitation, the following language: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS, AND OTHER PROVISIONS OF A SHAREHOLDERS AGREEMENT, DATED AS OF FEBRUARY 12, 2003, AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT, A COPY OF THE CURRENT FORM OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO CERTAIN OF THE BENEFITS OF AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN SUCH SHAREHOLDERS AGREEMENT AND AN AMENDED AND RESTATED REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS OF FEBRUARY 12, 2003, AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY, A COPY OF THE CURRENT FORM OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ivB) to THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION, UNLESS CLAUSE (i) IS WAIVED BY THE COMPANY, AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM." (e) Any Transfer of any Covered Shares, other than a corporation Permitted Transfer, will be void and of which the Stockholder and/or no effect, and Holding will not record any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that such transfer in the case stock register of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the StockholderHolding.