Common use of Restrictions on Transfer; Restrictive Legends Clause in Contracts

Restrictions on Transfer; Restrictive Legends. The Class A Common Stock owned by the Investor shall not be transferable except upon the conditions specified in this Article VII, which conditions are intended to insure compliance with the provisions of the 33 Act in respect of the Transfer of any such Class A Common Stock. The Investor (including each assignee) hereby acknowledges and agrees that it is acquiring the shares of Class A Common Stock in a transaction exempt from registration under the 33 Act, and that no shares of Class A Common Stock may be Transferred in the absence of registration under the 33 Act or an applicable exemption therefrom. The Investor also hereby agrees that it will, if requested by an underwriter in connection with a public offering of securities (including the IPO), enter into a standard lock-up agreement for a period of up to 180 days preventing it from offering, selling or granting any option for the sale of or disposing of any of its shares of Common Stock for the same time period to which the Company or TWC and the Company's executive officers and directors would be subject under the underwriting agreement in connection with such public offering, which period the Company shall use reasonable efforts to limit to a period of not more than 90 days (except in the case of the IPO) and which shall in no event be in excess of 180 days; provided, however, that (except in the case of the IPO) Intel is participating in such offering, and provided further, that, following the 180-day lock-up period in connection with the IPO (during and prior to which Intel will not be permitted to engage in Hedging Transactions), Intel and its Affiliates are permitted to enter into Hedging Transactions. In addition, during any lock-up period in connection with a secondary offering, Intel and its Affiliates shall be permitted to enter into transactions that have the effect of maintaining or continuing pre-existing (as of the time Investor is notified of the offering) Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms. The Investor also hereby acknowledges and agrees that it shall not Transfer (other than to an Affiliate) such shares of Class A Common Stock for a period of eighteen (18) months from the Closing Date (the "Permitted Transfer Date") except as permitted in Section 11.1(b). Each certificate representing the Investor's shares of Class A Common Stock shall (unless otherwise permitted by the provisions of this Article VII) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES OF COMMON STOCK OF THE ISSUER REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW OR (2) AN OPINION OF COUNSEL SATISFACTORY TO WILL▇▇▇▇ ▇▇▇MUNICATIONS GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED BECAUSE OF AN EXEMPTION FROM

Restrictions on Transfer; Restrictive Legends. The Class A Common Stock owned by the Investor shall not be transferable except upon the conditions specified in this Article VII, which conditions are intended to insure compliance with the provisions of the 33 Act in respect of the Transfer of any such Class A Common Stock. The Investor (including each assignee) hereby acknowledges and agrees that it is acquiring the shares of Class A Common Stock in a transaction exempt from registration under the 33 Act, Act and that no shares of Class A Common Stock may be Transferred in the absence of registration under the 33 Act or an applicable exemption therefrom. The Investor also hereby agrees that it will, if requested by an underwriter in connection with a public offering of securities (including the IPO), enter into a standard lock-up agreement for a period of up to 180 days preventing it from offering, selling or granting any option for the sale of or disposing of any of its shares of Common Stock for the same time period to which that the Company or TWC and the Company's executive officers and directors would be subject to under the underwriting agreement in connection with such public offering, which period the Company shall use reasonable efforts to limit to a period of not more than 90 days (except in the case of the IPO) and which shall in no event be in excess of 180 days; provided, however, that (except in the case of the IPO) Intel is participating in such offering, and provided further, that, following the 180-day lock-up period in connection with the IPO (during and prior to which Intel will not be permitted to engage in Hedging Transactions), Intel and its Affiliates are permitted to enter into Hedging Transactions. In addition, during any lock-up period in connection with a secondary offering, Intel and its Affiliates shall be permitted to enter into transactions that have the effect of maintaining or continuing pre-existing (as of the time Investor is notified of the offering) Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms. The Investor also hereby acknowledges and agrees that it shall not Transfer (other than to an Affiliate) such shares of Class A Common Stock for a period of eighteen (18) three years and six months from the Closing Date (which date shall also be the closing of the IPO) (the "Permitted Transfer Date") except as permitted in Section 11.1(b). Each certificate representing the Investor's shares of Class A Common Stock shall (unless otherwise permitted by the provisions of this Article VII) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES OF COMMON STOCK OF THE ISSUER REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW OR (2) AN OPINION OF COUNSEL SATISFACTORY TO WILL▇▇▇▇ ▇▇▇MUNICATIONS GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED BECAUSE OF AN EXEMPTION FROMFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY __, 1999, AS AMENDED FROM TIME TO TIME, WHICH PROVIDES THAT SUCH SHARES MAY NOT BE TRANSFERRED UNTIL AUGUST __, 2002 (WHICH DATE IS THREE YEARS AND SIX MONTHS FROM THE DATE HEREOF). COPIES OF THE SECURITIES PURCHASE AGREEMENT MAY BE OBTAINED UPON REQUEST FROM WILL▇▇▇▇ ▇▇▇MUNICATIONS GROUP, INC. AND ANY SUCCESSOR THERETO."