First Data 2012 Annual Report Download - page 168

2. Management Stockholder’s Representations, Warranties and Agreements.
(a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer,
sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a
“transfer”) any shares of Restricted Stock or, at the time of exercise, Common Stock issuable upon exercise of
Options (“Option Stock”; together with all Restricted Stock and any other Common Stock otherwise acquired
and/or held by the Management Stockholder Entities as of or after the date hereof, whether pursuant to the
exercise of Options or otherwise, the “Stock”), except as provided in this Section 2(a) below and Section 3
hereof. If the Management Stockholder is an Affiliate of the Company, the Management Stockholder also
agrees and acknowledges that he or she will not transfer any shares of the Stock unless:
(i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as
amended, and the rules and regulations in effect thereunder (the “Act”), and in compliance with
applicable provisions of state securities laws; or
(ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the
Company) shall have furnished the Company with an opinion or other advice, reasonably satisfactory in
form and substance to the Company, that no such registration is required because of the availability of
an exemption from registration under the Act; provided that such opinion of counsel or other advice
shall not be required if such transfer is pursuant to a Proposed Sale, as defined in the Sale Participation
Agreement and (B) if the Management Stockholder is a citizen or resident of any country other than the
United States, or the Management Stockholder desires to effect any transfer in any such country,
counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the
Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in
form and substance to the Company to the effect that such transfer will comply with the securities laws
of such jurisdiction; provided that such opinion of counsel or other advice shall not be required if such
transfer is pursuant to a Proposed Sale.
Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed
to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no
opinion or advice of counsel or other advisor is required in connection therewith: (1) a transfer made pursuant to Section 3, 4, 5, 6 or 9
hereof, (2) a transfer (x) upon the death or Disability of the Management Stockholder to the Management Stockholder’s Estate or (y)
to the executors, administrators, testamentary trustees, legatees, immediate family members or beneficiaries of a person who has
become a holder of Stock in accordance with the terms of this Agreement; provided that it is expressly understood that any such
transferee shall be bound by the provisions of this Agreement, (3) a transfer made after the Closing Date in compliance with the
federal securities laws to a Management Stockholder’s Trust; provided that such transfer is made expressly subject to this Agreement
and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect
to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and
agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management
Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition
thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be
subject to 3(b) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that
it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions
set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a
transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company.
(b) The certificate (or certificates) representing the Stock, if any, shall bear the following legend:
“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER,
SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR