First Data 2012 Annual Report Download - page 169

OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER’S
AGREEMENT BETWEEN FIRST DATA HOLDINGS INC. (THE “COMPANY”) AND THE MANAGEMENT
STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT
AMONG SUCH MANAGEMENT STOCKHOLDER AND NEW OMAHA HOLDINGS, L.P., IN EACH CASE
DATED AS OF [DATE, 20 ] (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE
COMPANY) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
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 Restricted Stock and
Options, the Management Stockholder has received and reviewed the available information relating to such
Restricted Stock and Options, including having received and