Visa 2008 Annual Report Download - page 283

(c) If at any time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities
Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement,
an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the
Shares acquired under this Agreement for the Participant's own account, for investment only and not with a view to the resale or distribution thereof, and
represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration
statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being
offered or sold; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior
to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved
by the Company, as to the applicability of such exemption thereto.
12. Notices.
All notices by the Participant or the Participant's successors or permitted assigns shall be addressed to the Company in California,
Attention: Stock Plan Administrator, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to
the Participant at the Participant's address in the Company's records.
13. Other Plans.
The Participant acknowledges that any income derived from this Restricted Stock award shall not affect the Participant's participation in,
or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate.
VISA INC.
By:
Name:
Title:
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