First Data 2012 Annual Report Download - page 170

reviewed the documents related thereto, certain of which documents set forth the rights, preferences and
restrictions relating to the Options and the Restricted 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 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 Stock as contemplated by this Agreement.
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