Common use of Restrictions on Resales Clause in Contracts

Restrictions on Resales. Affiliate understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) then, in addition to the restrictions imposed under Section 3 of this Agreement, the provisions of Rule 145 under the 1933 Act limit Affiliate's public resales of Merger Securities and Affiliate agrees with Intuit to comply with such restrictions so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewith: (a) 145(d)(1). Unless and until the restriction "cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act. Rule 145(d)(1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Common Stock sold by or for Affiliate's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Common Stock outstanding as shown by the most recent report or statement published by Intuit; or (B) the average weekly volume of trading in Intuit Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (b) 145(d)(2). Affiliate may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(2) if: (i) Affiliate has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate is not an affiliate of Intuit; and (iii) Intuit has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c) under the 1933 Act). (c) 145(d)(3). Affiliate may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(3) if Affiliate has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit acknowledges that the provisions of Section 3(g) of this Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has been met; provided, however, that Intuit has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Shareholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit AffiliateShareholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least two (2) years (or in some cases three (3) years) after the Effective Time of the Merger, and Affiliate agrees with Intuit to comply with such restrictions thereafter if and for so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions Shareholder is an affiliate of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewithNewco: (ai) 145(d)(1). Unless and until the restriction "cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Shareholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Newco Common Stock sold by or for AffiliateShareholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Newco Common Stock outstanding as shown by the most recent report or statement published by IntuitNewco; or (B) the average weekly volume of trading in Intuit Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (bii) 145(d)(2). Affiliate Shareholder may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(2) if: (i) Affiliate has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate is not an affiliate of Intuit; and (iii) Intuit has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c) under the 1933 Act). (c) 145(d)(3). Affiliate may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(3) if Affiliate Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least two (2) years after the Effective Time of the Merger and Merger; (ii) Shareholder is not, and has not been for at least three months, an affiliate of Newco; and (or deemed affiliateiii) Newco meets the public information requirements of IntuitRule 144(c). (diii) Intuit 145(d)(3). Shareholder may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(3) if Shareholder has beneficially owned (within the meaning VERITAS and Newco each acknowledges that the provisions of Section 3(g3.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Stockholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit AffiliateStockholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least two (2) years (or in some cases three (3) years) after the Effective Time of the Merger, and Affiliate agrees with Intuit to comply with such restrictions thereafter if and for so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions Stockholder is an affiliate of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewithNewco: (ai) 145(d)(1). Unless and until the restriction "cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Stockholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Newco Common Stock sold by or for AffiliateStockholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Newco Common Stock outstanding as shown by the most recent report or statement published by IntuitNewco; or (B) the average weekly volume of trading in Intuit Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale.execute (bii) 145(d)(2). Affiliate Stockholder may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(2) if: (i) Affiliate has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate is not an affiliate of Intuit; and (iii) Intuit has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c) under the 1933 Act). (c) 145(d)(3). Affiliate may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(3) if Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least two (2) years after the Effective Time of the Merger; (ii) Stockholder is not an affiliate of Newco; and (iii) Newco meets the public information requirements of Rule 144(c). (iii) 145(d)(3). Stockholder may make unrestricted resales of Merger Securities pursuant to Rule 145(d)(3) if Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇) ▇▇e Merger Securities for at least three (3) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit Newco. VERITAS and Newco each acknowledges that the provisions of Section 3(g3.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Stockholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Each Shareholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 2 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit Affiliate's public resales of Merger Securities and Affiliate agrees with Intuit to comply with such restrictions so long as they are applicable. For Affiliate's convenienceby a Shareholder, in the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized manner set forth in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with until such time as a Shareholder has beneficially owned, within the restrictions meaning of Rule 145 regardless 144(d) under the 1933 Act, the Merger Securities for a period of whether at least one (1) year (or not all such restrictions are described below and regardless in some cases two (2) years) after the Effective Time of whether any of such restrictions is inaccurately described below or changes in any mannerthe Merger, and Affiliate thereafter if and for so long as such Shareholder is not relying on Intuit's counsel for any advice in connection therewithan affiliate of Micron: (a) 145(d)(1). Unless and until the restriction "cut-off" provisions --------- of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate a Shareholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Micron meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Micron Common Stock sold by or for Affiliatea Shareholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (Ai) one percent (1%) of the shares of Intuit Micron Common Stock outstanding as shown by the most recent report or statement published by Intuit; Micron, or (Bii) the average weekly volume of trading in Intuit Micron Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (b) 145(d)(2). Affiliate A Shareholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Affiliate such Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate such Shareholder is not an affiliate of IntuitMicron; and (iii) Intuit has been a public corporation for at least 90 days and Micron meets the public information requirements of Rule 144(c) under the 1933 Act). (c) 145(d)(3). Affiliate A Shareholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Affiliate Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit Micron. Micron acknowledges that the provisions of Section 3(g2.2(d) of this Affiliate Agreement will be satisfied as to any sale by the undersigned a Shareholder of the Merger Securities pursuant to Rule 145(d), ) by (i) a broker's letter and a letter from Affiliate the Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Micron has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Stockholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to ----------------------- the restrictions imposed under Section 3 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act will limit AffiliateStockholder's public resales of Merger Securities and Affiliate agrees with Intuit to comply with such restrictions so long as they are applicable. For Affiliate's convenienceSecurities, in the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized manner set forth in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with until such time as Stockholder has beneficially owned, within the restrictions meaning of Rule 145 regardless 144(d) under the 1933 Act, the Merger Securities for a period of whether at least two (2) years (or not all such restrictions are described below and regardless in some cases three (3) years) after the Effective Time of whether any of such restrictions is inaccurately described below or changes in any mannerthe Merger, and Affiliate thereafter if and for so long as Stockholder is not relying on Intuit's counsel for any advice in connection therewithan affiliate of CCT: (a) 145(d)(1). Unless and until the restriction "cut-off" provisions --------- of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Stockholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1) permits such resales only: (i) if Intuit CCT has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit CCT Common Stock sold by or for AffiliateStockholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit CCT Common Stock outstanding as shown by the most recent report or statement published by IntuitCCT; or (B) the average weekly volume of trading in Intuit CCT Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (b) 145(d)(2). Affiliate Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least one two (12) year years after the Effective Time of the Merger; (ii) Affiliate Stockholder is not an affiliate of IntuitCCT; and (iii) Intuit CCT has been a public corporation for at least 90 days and meets the public information requirements of Rule 144(c) under the 1933 Act). (c) 145(d)(3). Affiliate Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least two three (23) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit CCT. CCT acknowledges that the provisions of Section 3(g3(h) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Stockholder with respect to that sale stating either that (i) each of the above-above- described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has been met; provided, however, that Intuit in each case as long as CCT has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Shareholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 2 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit AffiliateShareholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and Affiliate agrees with Intuit to comply with such restrictions thereafter if and for so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions Shareholder is an affiliate of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewithNewco: (ai) 145(d)(1). Unless and until the restriction "cut-off" --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Shareholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Newco Common Stock sold by or for AffiliateShareholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Newco Common Stock outstanding as shown by the most recent report or statement published by IntuitNewco; or (B) the average weekly volume of trading in Intuit Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (bii) 145(d)(2). Affiliate Shareholder may make unrestricted resales of --------- Merger Securities pursuant to Rule 145(d)(2) if: (i) Affiliate Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate Shareholder is not an affiliate of IntuitNewco; and (iii) Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 Act). (ciii) 145(d)(3). Affiliate Shareholder may make unrestricted resales of --------- Merger Securities pursuant to Rule 145(d)(3) if Affiliate Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit Newco. INDUS and Newco each acknowledges that the provisions of Section 3(g2.2(v) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Stockholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 2 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit AffiliateStockholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and Affiliate agrees with Intuit to comply with such restrictions thereafter if and for so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions Stockholder is an affiliate of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewithNewco: (ai) 145(d)(1). Unless and until the restriction "cut-off" ' --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Stockholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Newco Common Stock sold by or for AffiliateStockholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Newco Common Stock outstanding as shown by the most recent report or statement published by IntuitNewco; or (B) the average weekly volume of trading in Intuit Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (bii) 145(d)(2). Affiliate Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(2) if: (i) Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate Stockholder is not an affiliate of IntuitNewco; and (iii) Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 Act). (ciii) 145(d)(3). Affiliate Stockholder may make unrestricted resales of Merger --------- Securities pursuant to Rule 145(d)(3) if Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit acknowledges Newco. INDUS and Newco each acknowledge that the provisions of Section 3(g2.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Stockholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Stockholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 2 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit AffiliateStockholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Stockholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and Affiliate agrees with Intuit to comply with such restrictions thereafter if and for so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions Stockholder is an affiliate of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewithNewco: (ai) 145(d)(1). Unless and until the restriction "cut-off" --------- provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Stockholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Newco Common Stock sold by or for AffiliateStockholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Newco Common Stock outstanding as shown by the most recent report or statement published by IntuitNewco; or (B) the average weekly volume of trading in Intuit Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (bii) 145(d)(2). Affiliate Stockholder may make unrestricted resales of --------- Merger Securities pursuant to Rule 145(d)(2) if: (i) Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate Stockholder is not an affiliate of IntuitNewco; and (iii) Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 Act). (ciii) 145(d)(3). Affiliate Stockholder may make unrestricted resales of --------- Merger Securities pursuant to Rule 145(d)(3) if Affiliate Stockholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit acknowledges Newco. INDUS and Newco each acknowledge that the provisions of Section 3(g2.2(vi) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Stockholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.

Restrictions on Resales. Affiliate Shareholder understands that if the Merger Securities are issued pursuant to the Form S-4 (as defined in the Plan) thenthat, in addition to the restrictions imposed under Section 3 2 of this Affiliate Agreement, the provisions of Rule 145 under the 1933 Act currently limit AffiliateShareholder's public resales of Merger Securities, in the manner set forth in subsections (i), (ii) and (iii) below, until such time as Shareholder has beneficially owned, within the meaning of Rule 144(d) under the 1933 Act, the Merger Securities for a period of at least one (1) year (or in some cases two (2) years) after the Effective Time of the Merger, and Affiliate agrees with Intuit to comply with such restrictions thereafter if and for so long as they are applicable. For Affiliate's convenience, the resale restrictions applicable to the Merger Securities that are currently contained in Rule 145 under the 1933 Act are summarized in subsections (a), (b) and (c) below; however, Affiliate acknowledges that Affiliate will be obligated to comply with the restrictions Shareholder is an affiliate of Rule 145 regardless of whether or not all such restrictions are described below and regardless of whether any of such restrictions is inaccurately described below or changes in any manner, and Affiliate is not relying on Intuit's counsel for any advice in connection therewithNewco: (ai) 145(d)(1). Unless and until the restriction "cut-off" provisions --------- of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Merger Securities may be made by Affiliate Shareholder only in compliance with the requirements of Rule 145(d)(1) under the 1933 Act). Rule 145(d)(1145(d) (1) permits such resales only: (i) if Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 ▇▇▇); (ii) in brokers' transactions or in transactions with a market maker; and (iii) where the aggregate number of Merger Securities sold at any time together with all sales of restricted Intuit Newco Common Stock sold by or for AffiliateShareholder's account (and/or attributed to Affiliate by the provisions of Rule 144 under the 1933 ▇▇▇) ▇▇ring during the preceding three-month period does not exceed the greater of: (A) one percent (1%) of the shares of Intuit Newco Common Stock outstanding as shown by the most recent report or statement published by IntuitNewco; or (B) the average weekly volume of trading in Intuit Newco Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. (bii) 145(d)(2). Affiliate Shareholder may make unrestricted resales of --------- Merger Securities pursuant to Rule 145(d)(2) if: (i) Affiliate Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least one (1) year after the Effective Time of the Merger; (ii) Affiliate Shareholder is not an affiliate of IntuitNewco; and (iii) Intuit has been a public corporation for at least 90 days and Newco meets the public information requirements of Rule 144(c) under the 1933 Act). (ciii) 145(d)(3). Affiliate Shareholder may make unrestricted resales of --------- Merger Securities pursuant to Rule 145(d)(3) if Affiliate Shareholder has beneficially owned (within the meaning of Rule 144(d) under the 1933 ▇▇▇▇ ▇▇▇) ▇▇e the Merger Securities for at least two (2) years after the Effective Time of the Merger and is not, and has not been for at least three (3) months, an affiliate (or deemed affiliate) of Intuit. (d) Intuit Newco. INDUS and Newco each acknowledges that the provisions of Section 3(g2.2(v) of this Affiliate Agreement will be satisfied as to any sale by the undersigned of the Merger Securities pursuant to Rule 145(d), by (i) a broker's letter and a letter from Affiliate Shareholder with respect to that sale stating either that (i) each of the above-described requirements of Rule 145(d)(1) has been met or (ii) a letter from Affiliate with respect to that sale stating that the sale is being made pursuant to are inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3) and each of the above-described requirements of Rule 145(d)(2) or Rule 145 (d)(3) (as applicable) has have been met; provided, however, provided that Intuit in each case Newco has no reasonable basis to believe such sales were not made in compliance with such provisions of Rule 145(d). (e) In the event that, in the opinion of Intuit's counsel, the resale of the Merger Securities is not governed by Rule 145 under the Securities Act, then Affiliate agrees to resell the Merger Securities issued to Affiliate only in compliance with such legal restrictions thereon as are applicable thereto.