First Data 2009 Annual Report Download - page 267

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”
(c) The Management Stockholder acknowledges that he has been advised that (i) the shares of Stock are characterized as
“restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a Public
Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only
in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any)
representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is
subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with
respect to the Stock.
(d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the
Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or
prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and
take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall
not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or
limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of
any notice on Form 144 required to be filed with the SEC.
(e) The Management Stockholder agrees that, if any shares of the Stock are offered to the public pursuant to an effective
registration statement under the Act (other than registration of securities issued on Form S-8, S-4 or any successor or similar form),
the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such
registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends
to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing
underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such
shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering
after the effective date of such registration statement, unless otherwise agreed to in writing by the Company, provided, however, in
no event shall the period during which the Management Stockholders shall be restricted from selling under this paragraph (e) be
longer than the period imposed upon the Sponsors.
(f) The Management Stockholder represents and warrants that (i) with respect to the Purchased Stock, Rollover Stock and
Options, the Management Stockholder has received and reviewed the available information relating to such Stock and Options,
including having received and reviewed the documents related thereto, certain of which documents set forth the rights, preferences
and restrictions relating to the Options and the Stock underlying the Options and (ii) the Management Stockholder has been given
the opportunity to obtain any additional information or documents and to ask questions and receive answers about such
information, the Company and the business and prospects of the Company which the Management Stockholder deems necessary to
evaluate the merits and risks related to the Management Stockholder’s investment in the Stock and to verify the information
contained in the information received as indicated in this Section 2(f), and the Management Stockholder has relied solely on such
information.
(g) The Management Stockholder further represents and warrants that (i) the Management Stockholder’s financial
condition is such that the Management Stockholder can afford to bear the economic risk of holding the Stock for an indefinite
period of time and has adequate means for providing for the Management Stockholder’s current needs and personal contingencies,
(ii) the Management Stockholder can afford to suffer a complete loss of his or her investment in the Stock, (iii) the Management
Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Stock, (iv) the Management
Stockholder’s knowledge and experience in financial and business matters are such that the Management Stockholder is capable of
evaluating the merits and risks of the Management Stockholder’s purchase of the Stock as contemplated by this Agreement, and (v)
with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own
account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and
the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the
Act.