First Data 2009 Annual Report Download - page 268

3 Transferability of Stock.
(a) The Management Stockholder agrees that he or she will not transfer any shares of Stock at any time during the period
commencing on the date hereof and ending on the fifth anniversary of the Closing Date; provided, however, the Management
Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by
Section 5 or 6; (ii) transfers permitted by clauses (2), (3), (4) and (5) of Section 2(a); (iii) a sale of shares of Common Stock
pursuant to an effective registration statement under the Act filed by the Company upon the proper exercise of registration rights of
such Management Stockholder under Section 9 (excluding any registration on Form S-8, S-4 or any successor or similar form); (iv)
transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b)); (v) transfers permitted by the Board
or (vi) transfers to Parent or its designee (any such exception, a “Permitted Transfer”); provided, further, that following the
consummation of a Qualified Public Offering, if the Selling Entities (as defined in the Sale Participation Agreement) transfer,
directly or indirectly, for cash or any other consideration any shares of Common Stock owned by any such Selling Entity (other
than pursuant to the Registration Rights Agreement), the Management Stockholder shall be entitled to transfer (without giving
effect to any restrictions included herein) a number of shares of Common Stock that the Management Stockholder would have been
able to transfer in such sale pursuant to Section 2 of the Sale Participation Agreement had it occurred prior to a Qualified Public
Offering but treating all unexercisable Options, to the extent such Options would have become exercisable as a result of the
consummation of the sale, as exercisable. In addition, during the period commencing on the fifth anniversary of the Closing Date
through the earlier of a Change of Control or consummation of a Qualified Public Offering, the Management Stockholder may only
transfer shares of Stock in compliance with Section 4 or pursuant to the Sale Participation Agreement.
(b) No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such
transfer shall be void ab initio and of no effect.
(c) Notwithstanding anything to the contrary herein, Parent may, at any time and from time to time, waive the restrictions
on transfers contained in Section 3(a), whether such waiver is made prior to or after the transferee has effected or committed to
effect the transfer, or has notified the Investors of such transfer or commitment to transfer. Any transfers made pursuant to such
waiver or which are later made subject to such a waiver shall, as of the date of the waiver and at all times thereafter, not be deemed
to violate any applicable restrictions on transfers contained in this Agreement.
4 Right of First Refusal.
(a) If, at any time after the fifth anniversary of the Closing Date and prior to the earlier to occur of a Change of Control or
consummation of a Qualified Public Offering, the Management Stockholder proposes to transfer any or all of the Management
Stockholder’s Stock to a third party (any such third party, the “ROFR Transferee”) (other than any transfer pursuant to clauses (1),
(2), (3), (4) or (5) of Section 2(a), to the extent made to a third party), the Management Stockholder shall notify the Company in
writing of the Management Stockholder’s intention to transfer such Stock (such written notice, a “ROFR Notice”). The ROFR
Notice shall include a true and correct description of the number of shares of Stock to be transferred and the material terms of such
proposed transfer and a copy of any proposed documentation to be entered into with any ROFR Transferee in respect of such
transfer) and shall contain an irrevocable offer to sell such Stock to the Company or its designees (as provided below) (in the
manner set forth below) at a purchase price equal to the minimum price at which the Management Stockholder proposes to transfer
such Stock to any ROFR Transferee and on substantially the same terms and conditions as the proposed transfer. At any time
within twenty (20) days after the date of the receipt by the Company of the ROFR Notice, the Company shall have the right and
option to purchase, or to arrange for a subsidiary, third party or Affiliate to purchase, all (but not less than all) of the shares of
Stock proposed to be transferred to a ROFR Transferee, pursuant to Section 4(b).
(b) The Company shall have the right and option to purchase, or to arrange for a subsidiary, third party or Affiliate to
purchase, all of the shares of Stock proposed to be transferred to any ROFR Transferee at a purchase price equal to the minimum
price at which the Management Stockholder proposes to transfer such Stock to any ROFR Transferee and otherwise on
substantially the same terms and conditions as the proposed transfer (or, if the proposed transfer to any ROFR Transferee includes
any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith
by the Board), by delivering (i) a certified bank check or checks in the appropriate amount (or by wire transfer of immediately
available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) and/or (ii) if the
proposed transfer to any ROFR Transferee includes any consideration other than cash, any such non-cash consideration to be paid
to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments
representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 20-day
period, the Company has not tendered (or caused to be tendered) the purchase price for such shares in the manner set forth above,
the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock proposed to be
transferred to any ROFR Transferee (subject to compliance with the other terms of this Agreement) on terms no less favorable to
the Management Stockholder than those contained in the ROFR Notice. Promptly after such sale, the Management Stockholder
shall notify the Company of the consummation thereof and shall furnish such evidence of the