First Data 2012 Annual Report Download - page 171

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 completion and time of completion of such sale and of the terms thereof as may
reasonably be requested by the Company. If, at the end of sixty (60) days following the expiration of the 20-
day period during which the Company is entitled hereunder to purchase the Stock, the Management
Stockholder has not completed the sale of such shares of the Stock as aforesaid, all of the restrictions on sale,
transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of the
Stock.
(c) Notwithstanding anything in this Agreement to the contrary, this Section 4 shall terminate and be of no further
force or effect upon the earlier of occurrence of a Change in Control or a Qualified Public Offering.