Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands that (a) All of the AGI Pubco Common Stock obtained by Holders of the Exchangeable Shares through the exercise of rights related to the Exchangeable Shares will be received subject to the restrictions imposed by all applicable laws, rules and regulations and other requirements of all regulatory authorities having jurisdiction. All the Pubco Common Stock obtained by Holders of the Exchangeable Shares through the exercise of rights related to the Exchangeable Shares will be subject to a one year hold period commencing on the date the holders of the Exchangeable Shares receive shares of the Pubco Common Stock and, in addition to the resale restrictions contained in the securities laws applicable to each Holder, each Holder agrees not to sell more than 3% of the Pubco Common Stock held by them during any three month period from the first anniversary of the Closing (as defined in the Amalgamation Agreement) until the second anniversary of the Closing. If the Holder does not sell their shares of Pubco Common Stock, the additional 3% resale restriction shall be cumulative from such dates. (b) The Holders acknowledge that any Pubco Common Stock issued on exchange of the Exchangeable Shares, pursuant to the terms and conditions set forth in the Exchangeable Share Provisions, this Agreement and the Support Agreement, will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefromdisposed, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than except pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amendedamended (the "1933 Act"), or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from from, or in a transaction not subject to, the registration requirements of those laws the 1933 Act and provided in each case only in accordance with applicable state securities laws. (c) The Holders acknowledge that Pubco is not a reporting issuer in any of the availability Provinces of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, Canada and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder therefore resale of any certificate, if (x) of the sale of such shares of AGI Pubco Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold restricted except pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed exemption from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144applicable securities legislation.

Restrictions on Resale. COMCOR understands If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the AGI Common Stock Plan will be subject to be received pursuant to this Agreement may not be soldthe volume, transferred or otherwise disposed manner of without registration sale and reporting requirements of Rule 144 under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be “matched” with nonexempt purchases of our common stock within the previous or a sale under and following six months for purposes of the “short‑swing profits” recovery provisions of Section 16(b). Further, in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose may you sell shares of any of the AGI Common Stock to be received our common stock, whether acquired pursuant to this Agreement (the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other than federal and state securities laws to resales of shares of our common stock that you acquire pursuant to an effective the Plan. We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration Exchange Commission under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a legend substantially to the following effect: "The securities represented by this certificate have not been registered description of our common stock filed under the Securities Act Exchange Act, which documents are also incorporated by reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of 1933any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as amendedwell as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the securities laws of any state of the United States or information contained in any other jurisdictionthis Prospectus (including Plan information previously delivered, if requested). The securities represented hereby may not Such requests should be offeredaddressed to: EnPro Industries, sold or transferred in the absence of an effective registration statement for the securities under applicable securities lawsInc., unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Group▇▇▇, Inc.▇▇▇▇▇▇▇▇▇, that such transfer may be made without registration under the Securities Act▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR Such Transferor understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR such Transferor transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR such Transferor shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR such Transferor shall have furnished to AGI AGI, at the expense of COMCOR or its transferee such Transferor, an opinion of counsel reasonably satisfactory to AGI, AGI to the effect that a public sale or such transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI AGI, that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR such Transferor shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. In particular, the Company shall have the right to designate one or more periods of time, each of which shall not exceed 180 days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that the AGI Common Stock to be received such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to this Agreement may not be soldthe Securities Act or any state securities laws with respect to any issuance of securities by the Company, transferred facilitate the registration or otherwise disposed qualification of without registration any securities by the Company under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stockany state securities laws, or an available facilitate the perfection of any exemption from the registration under or qualification requirements of the Securities Act or a sale under and any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in compliance with Rule 144this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, such AGI Common Stock must be held indefinitely. In no event in respect of any underwritten public offering by the Company, you agree that you will COMCOR not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) 180 days following the effective date of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement of the Company filed under the Securities ActAct in respect of such offering and (b) unless and until (A) COMCOR shall have notified AGI such other period of time as agreed to by holders of a majority of the proposed disposition then outstanding Shares. By signing this Agreement you agree to execute and (B) if deliver such other agreements as may be reasonably requested by AGI, COMCOR shall have furnished the Company or the underwriter which are consistent with the foregoing or which are necessary to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, give further effect thereto. The Company may impose stop-transfer instructions with respect to the effect that a public Shares subject to the foregoing restriction until the end of such period. If the sale or transfer of the shares evidenced by such certificate may be made without registration Shares under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have Plan is not been registered under the Securities Act of 1933, as amendedamended (the "Securities Act"), but an exemption is available which requires an investment or other representation, you shall represent and agree at the securities laws time of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided exercise that the availability Shares being acquired upon exercise of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removedthis Option are being acquired for investment, and AGI or its transfer agent shall issue or cause to be issued not with a certificate without such legend view to the holder of any certificatesale or distribution thereof, if (x) the sale of and shall make such shares of AGI Common Stock is registered under the Securities Act other representations as contemplated are deemed necessary or appropriate by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance Company and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144its counsel.

Restrictions on Resale. COMCOR understands The Purchaser acknowledges that the AGI Common Stock to Notes and any shares of TMRC Converted Shares (if and when issued) must be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration held indefinitely unless and until they are subsequently registered under the Securities Act or an exemption therefrom, from such registration is available and that in the absence of an effective registration statement covering the sale of all certificates representing TMRC Converted Shares if and when issued, unless such AGI Common Stock, or an available exemption from registration shares have been registered under the Securities Act or Act, shall have endorsed thereon the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT, OR SUCH STATE LAWS, OR AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY (WHICH OPINION AND COUNSEL RENDERING SAME SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. The Purchaser also acknowledges that the Notes will bear a sale under legend substantially in the form included in the form of Note attached hereto as Exhibit A. The legends contained on the Notes and in compliance with Rule 144, such AGI Common Stock must the certificates representing TMRC Converted Shares shall be held indefinitely. In no event will COMCOR transfer or dispose removed by the Company upon delivery to it of any an opinion of counsel to the AGI Common Stock Company (which opinion and counsel rendering same shall be reasonably satisfactory to be received pursuant to this Agreement (other than pursuant to an effective the Company) that a registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI Act is at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, time effective with respect to the effect that a public sale or transfer of the shares evidenced by legended security or that such certificate security may be made transferred without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to being in effect and without the holder requirements of such certificate, AGI may require that a legend on the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement hands of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144the transferee.

Restrictions on Resale. COMCOR understands that None of the AGI Exchange Securities, the DPW Series D Preferred Stock, the DPW Series E Preferred Stock or the shares of DPW Common Stock to into which each such security is convertible or exercisable (collectively, the “Securities”) will be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) DPW receives an opinion of counsel for the securities under applicable securities lawssecurityholder, unless offeredreasonably satisfactory to counsel for DPW, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory is available. DPW has undertaken no obligation to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of file a registration statement covering with respect to the Securities and has no intention of doing so. The Exchange Securities for which the Subject Shares shall have been issued pursuant to this Agreement, and the shares evidenced by such certificate is suspendedof common stock issuable upon conversion of the DPW Series E Preferred Stock, or if AGI reasonably determines that shall contain a supplement or amendment to such registration statement is required by applicable securities lawlegend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, then upon reasonable advance written notice to the holder of such certificateAS AMENDED, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144AND MAY NOT BE SOLD, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. COMCOR Such Transferor understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR such Transferor transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR such Transferor shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR such Transferor shall have furnished to AGI AGI, at the expense of COMCOR or its transferee such Transferor, an opinion of counsel reasonably satisfactory to AGI, AGI to the effect that a public sale or such transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇A▇▇▇▇▇▇▇ Group, Inc. delivered to ▇A▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI AGI, that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR such Transferor shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands (a) It acknowledges that the AGI Common Stock to Shares must be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration held indefinitely unless they are subsequently registered under the Securities Act or an exemption therefromfrom such registration is available. It has been advised or is aware of the provisions of Rules 144 and 144A promulgated under the Act, which permit the resale of shares purchased in a private placement subject to the satisfaction of certain conditions and that in such Rules may not be available for resale of the absence Shares. (b) It acknowledges that all certificates representing the Shares shall have endorsed thereon the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT, OR SUCH STATE LAWS, OR AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY (WHICH OPINION AND COUNSEL RENDERING SAME SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company upon delivery to it of an effective registration statement covering opinion of counsel to the sale of such AGI Common Stock, or an available exemption from registration under Company (which opinion and counsel rendering same shall be reasonably satisfactory to the Securities Act or Company) that a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI Act is at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, time effective with respect to the effect that a public sale or transfer of the shares evidenced by legended security or that such certificate security may be made transferred without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to being in effect and without the holder requirements of such certificate, AGI may require that a legend on the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement hands of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144the transferee.

Restrictions on Resale. COMCOR The Company is not adding any further lock-up provisions to the Shares beyond standard restrictions, however, the Purchaser understands that any Shares issued to the AGI Common Stock to be received pursuant to Purchaser under this Agreement may not will be sold, transferred or otherwise disposed restricted from transfer for a period of without registration time under applicable federal securities laws and that the Securities Act or an exemption therefromof 1933, as amended (the “Securities Act”), and the rules of the U.S. Securities and Exchange Commission provide in substance that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or Purchaser may dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than Shares only pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI Act or an exemption from the registration requirements thereof. The Purchaser understands that the Company has no obligation or intention to register any of the proposed disposition and (B) if requested by AGIShares, COMCOR shall have furnished or to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory take action so as to AGI, permit sales pursuant to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing The Purchaser understands that the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to certificates representing the following effect: "The securities represented by this certificate Shares, until such time as they have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements provisions of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration Rule 144 under the Securities Act." Unless otherwise required by applicable securities Laws, shall bear a restrictive legend in substantially the legend set forth above shall following form (and a stop-transfer order may be removed, and AGI or its placed against transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement certificates or otherwiseother instruments): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGIOFFERED FOR SALE, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Restrictions on Resale. COMCOR understands that (a) Neither the AGI Common Stock Company Shares issuable to the Winmark Shareholders nor any issuance or resale of such securities will be received pursuant to this Agreement registered under the Securities Act, or under the securities laws of any state or foreign jurisdiction, and neither the Company Shares nor any interest therein may not be transferred, pledged, hypothecated, granted, sold, transferred assigned or otherwise disposed of without (each, a “Transfer”) until (i) a registration statement with respect to the Transfer of such securities is declared effective under the Securities Act or an exemption therefromfrom the registration requirements of the Securities Act is available with respect to the Transfer of such securities, and that (ii) the applicable securities laws of any other foreign, state, local or other jurisdiction have been complied with in the absence of an effective registration statement covering the sale respect of such AGI Common Stocka Transfer. Such exemption or compliance shall be evidenced by an opinion of counsel selected by the transferor of the Company Shares, at the transferor’s expense, the form and substance of such opinion and of such counsel being acceptable to the Company, to the effect that the Transfer of the Company Shares has been registered or an available exemption from does not require registration under the Securities Act or a sale under the applicable securities laws of any foreign, state, local or other jurisdiction. The Company may also require the transferor to provide such additional documents, certificates, or other instruments as may be necessary and in customary to demonstrate compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or and the securities laws of the applicable foreign, state, local or other jurisdiction as to such Transfer. As a condition of any state such Transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and any Lock-Up Agreement. (b) The certificates representing the United States or in any Company Shares shall contain legends substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY FOREIGN, STATE, LOCAL OR OTHER JURISDICTION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH OTHER FOREIGN, STATE, LOCAL OR OTHER APPLICABLE SECURITIES LAWS (COLLECTIVELY, THE “SECURITIES LAWS”). THE SECURITIES ARE BEING OFFERED AND SOLD ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER ALL APPLICABLE SECURITIES LAWS. THE HOLDER OF THE SECURITIES BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL ONLY OFFER, SELL OR OTHERWISE TRANSFER THESE SECURITIES: (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND/OR (E) IN COMPLIANCE WITH THE PROVISIONS OF ANY OTHER APPLICABLE SECURITIES LAWS, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY, AT THE HOLDER’S EXPENSE. “PURSUANT TO A SHARE EXCHANGE AGREEMENT, DATED AS OF APRIL ___, 2010, BY AND AMONG CHINA DONGFANG HEALTHCARE GROUP INC., ELEGANT CAPITAL HOLDINGS LIMITED, DAILY FORTUNE INVESTMENTS LIMITED, EASTERN WELL HOLDINGS LIMITED, GOOD PRAISE HOLDINGS LIMITED, AND WINMARK GROUP LIMITED, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, GRANTED, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR OTHERWISE DISPOSED OF, EXCEPT AS PERMITTED THEREBY AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH THEREIN.” (c) The certificates representing the Winmark Shares and the Company Shares shall further contain such other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities legends as required under applicable securities lawsstate, unless offeredlocal or foreign law or any law, sold rule or transferred pursuant to an available exemption from the registration requirements of regulation (including those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement stock exchange or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144other market).

Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may not be soldSanyo Denki represents, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefromwarrants, and that agrees with the Company as follows: (a) Sanyo Denki is acquiring the Shares and Note for its own account, not with a view to any resale or distribution thereof in such manner as would constitute Sanyo Denki as an "underwriter" within the absence meaning of an effective registration statement covering the sale Section 2(11) of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 19331933 (the "1933 Act"), as amendedand that it will not make any sale, transfer or other disposition of the Shares or Note in violation of the 1933 Act or the securities laws of any state of the United States States; (b) Sanyo Denki acknowledges that it understands that the sale of the Shares and the issuance of the Note have not been registered under the 1933 Act on the basis that the sale of the Shares and the issuance of the Note pursuant to this Agreement are exempt from registration under Section 4(2) of the 1933 Act as not involving any public offering of the Shares and Note; (c) Sanyo Denki agrees that the Company may refuse to permit it to sell the Shares or Note unless there is in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective effect a registration statement for under the securities under applicable securities laws, unless offered, sold 1933 Act covering such transfer or transferred pursuant Sanyo Denki furnishes to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by Company an opinion of counsel reasonably counsel, satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc.counsel for the Company, that such registration is not required; (d) Sanyo Denki understands and agrees that stop transfer may instructions will be made without registration under noted on the Securities Act." Unless otherwise required by applicable securities Laws, records of the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to for the Common Shares of the Company and that there will be issued placed on the certificate for the Shares, a legend stating substantially as follows: "The shares evidenced by this certificate without such legend to have been acquired for the account of the registered holder of any certificate, if (x) the sale of such shares of AGI Common Stock is and have not been registered under the Securities Act as contemplated by of 1933 (the Registration Rights Agreement or otherwise, (y"1933 Act") such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to in reliance on the effect that a public sale or transfer exemption contained in Section 4(2) of the 1933 ▇▇▇. ▇hese shares evidenced by such certificate may not be made without sold or transferred except in transactions exempt from registration under the Securities 1933 Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement thereunder. The sale, transfer or under Rule 144, and COMCOR shall cooperate in the placement other disposition of such legend. Such legend shall thereafter be removed from such certificate when such these shares may again be sold is restricted pursuant to an effective registration statement or under Rule 144the provisions of a Purchase and Loan Agreement and a Shareholder Agreement, dated May 25, 1989 copies of which may be examined at the offices of the Company." (e) Sanyo Denki understands and agrees that the Note to be issued to it at the Closing will contain a legend

Restrictions on Resale. COMCOR (a) The Purchaser understands that the AGI Common Stock to Shares are characterized as “restricted securities” under the Securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of resold without registration under the Securities Act only in certain limited circumstances. The Purchaser is familiar with Rule 144, as presently enacted under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser understands that the Shares will be subject to certain limited rights of resale (after the expiration of the appropriate holding period) pursuant to the terms of Rule 144, provided all of the terms and conditions of such Rule have been met. The Company shall use reasonable efforts to ensure the continued availability of such Rule. The Purchaser is aware that the certificates representing the Shares will bear the legend specified in Section 4.5 below. The Purchaser consents to the issuance of stop transfer instructions to the Company’s transfer agent in order to maintain compliance with those restrictions. (b) The Purchaser understands and acknowledges that the Shares have not been registered for sale under the Securities Act or under certain state securities laws, in reliance upon exemptions therefrom for nonpublic offerings. The Purchaser understands that the Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and under certain state securities laws or an exemption therefromor exemptions from such registration are available. The Purchaser further understands that the Company is under no obligation to register the Shares on its behalf. (c) During the Lock-Up Period, Purchaser shall not engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the Shares or directly or indirectly offer, sell, transfer, pledge or otherwise dispose of the Shares, any interest therein in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S). Purchaser hereby also agrees that it shall not, either directly or indirectly, sell short the Company’s Shares of Common Stock in the United States or engage in any other hedging activities in the United States during the Lock-Up Period and it has not made any such sale in anticipation of purchasing the Shares. (d) Purchaser understands that the Shares or any interest therein are only transferable on the books and records of the Transfer Agents and Registrar of the Common Stock of the Company. Purchaser further understands that the Transfer Agents and Registrar will not register any transfer of the Shares or any interest therein which the Company in good faith believes violates the restrictions set forth herein. (e) Unless registered under the Securities Act, any proposed offer, sale, transfer, pledge or other disposition of any of the Shares or any interest therein shall be subject to the condition that Purchaser must deliver to the Company (i) a written certification that neither record nor beneficial ownership of the Shares or any interest therein, as the case may be, has been offered or sold in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S), (ii) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such Shares or any interest therein, as the case may be) is not a “U.S. person” (as defined in Regulation S), that such transferee is acquiring such Shares or such interest therein, as the case may be, for such transferee’s own account (or an account over which it has investment discretion) and for investment and not with a view to a distribution, and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re sale set forth in this section and Regulation S, and (iii) a written opinion of United States counsel, in form and substance satisfactory to the absence of an effective registration statement covering Company, to the sale effect that the offer, sale, transfer, pledge or other disposition of such AGI Common StockShares, or an available exemption any interest therein, as the case may be, are exempt from registration under the Securities Act and any applicable state securities or blue sky laws. (f) Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a sale under and pledge of) the Shares or any interest therein otherwise than in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless , any applicable state securities or blue sky laws and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the any applicable securities laws of any state jurisdictions outside the United States, and the rules and regulations promulgated thereunder. (g) The Offering and the acquisition of the United States or in Shares by the Purchaser pursuant to the terms of this Agreement do not violate any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence provision of an effective registration statement for the securities under any applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements laws of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities ActIreland." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may (i) The Merger Shares. The Merger Shares will not be soldregistered under the Securities Act, transferred or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective until; (i) a registration statement covering the sale of with respect to such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an securities is declared effective registration statement under the Securities Act, or (ii) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee AUGI receives an opinion of counsel for the stockholder, reasonably satisfactory to AGIcounsel for AUGI, to that an exemption from the effect that a public sale or transfer registration requirements of the shares evidenced by such certificate may be made without registration under Securities Act is available. The certificates representing the Securities Act. Any certificate or instrument evidencing number of Merger Shares for which the AGI Common Stock to be Lifetime Shares shall have been issued pursuant to this Agreement shall contain a legend substantially to the following effectas follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AMERICAN UNITED GLOBAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AMERICAN UNITED GLOBAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE." (ii) The securities represented by this certificate have Conversion Shares. Except as set forth in Section 4.02, the Conversion Shares will not been be registered under the Securities Act of 1933, as amendedAct, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) AUGI receives an opinion of counsel for the securities under applicable securities lawsstockholder, unless offeredreasonably satisfactory to counsel for AUGI, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇ Group, Inc. delivered to ▇▇▇▇▇▇▇▇ Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by is available. The certificates representing the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion number of counsel reasonably satisfactory to AGI, to Conversion Shares into which the effect that a public sale or transfer of the shares evidenced by such certificate Merger Shares may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144converted shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AMERICAN UNITED GLOBAL, INC. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedRECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AMERICAN UNITED GLOBAL, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legendINC. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."