Common use of Certain Acknowledgments Clause in Contracts

Certain Acknowledgments. Each Stockholder acknowledges that the Shares will be issued at the Closing pursuant to an exemption from registration under the Securities Act and applicable state securities law and agrees not to sell or otherwise dispose of the Shares in any transaction which would be in violation of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the Shares reflecting the foregoing restriction. The Issuer shall, at the request of any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable to the Issuer the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS."

Certain Acknowledgments. (a) Each Party acknowledges and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 of the LPA and does hereby forever waive, release and discharge Topco Parent to the fullest extent permitted by law from any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 of the LPA. (b) Each Party acknowledges and agrees that in connection with the distribution of Company Shares by Topco Parent to its limited partners in accordance with the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 of the LPA have been rounded up or rounded down in the discretion of the board of managers of Topco Parent to ensure that the number of issued and outstanding Company Shares will be the same as the number disclosed in connection with the IPO. Notwithstanding such rounding, the Stockholders acknowledge and agree that such rounding is permitted under Section 4.01 and Article XIII of the LPA and Topco Parent shall have no liability for such rounding. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will be issued at the Closing enter into dissolution following such distribution pursuant to an exemption from registration under the Securities Act and applicable state securities law and agrees not to sell or otherwise dispose Section 10.01 of the Shares in any transaction which would be in violation of the Securities Act or applicable state securities lawLPA. Each Stockholder further acknowledges and agrees that following the following legend dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will appear on be canceled by a filing with the certificates Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for the Shares reflecting the foregoing restriction. The Issuer shall, at the request of any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable no consideration and Topco Parent shall cease to the Issuer the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSexist."

Certain Acknowledgments. Each Stockholder The Company acknowledges and agrees that the Shares Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the Allocation Schedule to be delivered to Acquiror in connection with the Company Closing Statement pursuant to Section 4.02(b) and such allocation (i) will be issued at in accordance with the Governing Documents of the Company and this Agreement; (ii) will set forth (A) the number and class of Equity Securities owned by each Pre-Closing Holder and (B) the portion of the Merger Consideration allocated to each Pre-Closing Holder in accordance with this Agreement; and (iii) notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate consideration payable in connection with the Transactions in respect of all outstanding shares of Company Stock, Company Warrants, Company Options and Company Restricted Share Units exceed a number of shares of Domesticated Acquiror Common Stock (including the Net Acquiror Warrant Shares and Net Acquiror Option Shares) equal to the Closing pursuant Share Consideration. Notwithstanding anything in this Agreement to an exemption from registration under the Securities Act contrary, upon delivery, payment and applicable state securities law issuance of the Merger Consideration on the Closing Date in accordance with Section 3.03(a) and completion of the transactions contemplated with respect to Company Options in Section 3.05, the Company acknowledges and agrees not that Acquiror and its respective Affiliates shall be deemed to sell or otherwise dispose have satisfied all obligations with respect to the payment of the Shares in Closing Share Consideration, and none of them shall have (I) any transaction which would be in violation further obligations to any Pre-Closing Holder with respect to the payment of any consideration under this Agreement (including with respect to the payment of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the Shares reflecting the foregoing restriction. The Issuer shallMerger Consideration), at the request of (II) any further obligations to any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable Company Warrants with respect to the Issuer payment of any consideration under this Agreement (including with respect to the securities evidenced thereby may be publicly sold without registration payment of the Net Acquiror Warrant Shares), (III) any further obligations to any holder of Company Options with respect to the payment of any consideration under this Agreement (including with respect to the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933payment of the Net Acquiror Option Shares), AS AMENDED(IV) any further obligations to any holder of Company Restricted Share Units with respect to the payment of any consideration under this Agreement or (V) any liability with respect to the allocation of the consideration under this Agreement, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFEREDand the Company hereby irrevocably waives and releases Acquiror and its Affiliates (including, SOLDon and after the Closing, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (Ithe Surviving Corporation and its Affiliates) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSfrom all claims arising from or related to the allocation of the Merger Consideration among each Pre-Closing Holder."

Certain Acknowledgments. (a) Each Party acknowledges and agrees that Topco Parent has fully satisfied its obligations under Section 9.02 of the LPA and does hereby forever waive, release and discharge Topco Parent to the fullest extent permitted by law from any and all actions, causes of action, claims, demands, demands for indemnification, damages, losses, liabilities, awards, judgments, costs, expenses, debts, dues and suits of every kind, nature and description whatsoever now existing or hereafter arising under Section 9.02 of the LPA. (b) Each Party acknowledges and agrees that in connection with the distribution of Company Shares by Topco Parent to its limited partners in accordance with the LPA, fractional Company Shares that would otherwise have been distributable to Stockholders in accordance with Section 4.01 of the LPA have been rounded up or rounded down to the nearest whole Company Share. Notwithstanding such rounding, the Stockholders acknowledge and agree that such rounding is permitted under Section 4.01 and Article XIII of the LPA and Topco Parent shall have no liability for such rounding. (c) Each Stockholder acknowledges and agrees that on or prior to the date hereof, such Stockholder has received a distribution of Company Shares and/or cash from Topco Parent in accordance with Section 4.01 of the LPA and that the Company Shares and cash distributed to the limited partners of Topco Parent in such distribution constitute substantially all of the assets of Topco Parent. Accordingly, Topco Parent has or will be issued at the Closing enter into dissolution following such distribution pursuant to an exemption from registration under the Securities Act and applicable state securities law and agrees not to sell or otherwise dispose Section 10.01 of the Shares in any transaction which would be in violation of the Securities Act or applicable state securities lawLPA. Each Stockholder further acknowledges and agrees that following the following legend dissolution and completion of the winding up of Topco Parent, the certificate of limited partnership of Topco Parent will appear on be canceled by a filing with the certificates Secretary of State of the State of Delaware and all equity interests in Topco Parent will be canceled for the Shares reflecting the foregoing restriction. The Issuer shall, at the request of any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable no consideration and Topco Parent shall cease to the Issuer the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSexist."

Certain Acknowledgments. Each Stockholder acknowledges The Parties acknowledge and agree that the Shares (i) there is no guarantee that any True Up will be issued at achieved in accordance with this Section 3.5; (ii) except as set forth in clause (vi) of this Section 3.5(l), following the Closing, the Buyer Parties will have the authority and freedom to operate the Company Group free from any restrictions or obligations, express or implied; (iii) neither the Buyer Parties nor any of their respective Affiliates (including the Company Group) or Representatives is making, and Sellers are not relying upon, any representations or warranties with respect to the results of operations of the Company Group following the Closing or with respect to any estimates or projections prepared by the Buyer Parties or their respective Affiliates or Representatives with respect to such results of operations; (iv) the Parties’ relationship and obligations in respect of the subject matter of this Section 3.5 and Buyer’s obligation, if any, to issue additional Parent Shares to Sellers pursuant to an exemption from registration under the Securities Act FY2021 Upward True Up and applicable state securities law Buyer’s rights, if any, to redeem Parent Shares pursuant to the FY2021 Downward True Up or the FY2022 Downward True Up will be solely governed by the express provisions of this Agreement and agrees the FY2021 Upward True Up (if any) is not itself a security; (v) following the Closing, the Buyer Parties shall maintain separate books and records for the Company Group as necessary to sell enable Sellers’ Representative to review the 2022 True Up Statement and the calculations of FY2022 Revenue set forth therein, in each case in accordance with this Agreement; and (vi) the Buyer Parties shall not, directly or otherwise dispose indirectly, take any actions with the primary intent of avoiding or reducing any True Up hereunder. Until such time as the True Up has been finally resolved in accordance with the terms of this Section 3.5, the Buyer shall and shall cause its Affiliates, including the Company Group, to provide reasonable access to the senior management of the Shares Company Group and such information concerning the businesses of the Company Group as Sellers’ Representative or any of its Representatives may reasonably request for purposes of reviewing the performance of the Company Group, provided, the Sellers’ Representative shall not be entitled to more than four (4) such meetings or requests for information in any transaction which would be one fiscal year. Notwithstanding the foregoing, if Parent or any of its Subsidiaries (including the Company Group) effects any Acceleration Event with respect to the Company Group, then (x) the transfer restrictions set forth in violation Section 2.7(a) and Section 2.7(c) with respect to any of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the remaining Lock-Up Shares reflecting the foregoing restriction. The Issuer shall, at the request shall terminate and Parent shall take such actions to remove any stop transfer instructions with its transfer agent and registrar and shall provide Sellers’ Representative with notice of any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable such removal and (ii) there shall be no further True-Ups pursuant to the Issuer the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSthis Section 3.5."

Certain Acknowledgments. Each Stockholder acknowledges (a) The Borrower hereby represents and warrants to the Lenders and the Agents that, pursuant to that certain Amended and Restated Loan and Security Agreement among the Borrower, Xxxx Microproducts – Future Tech, Inc., Xxxxx Data, Inc., Xxxx Microproducts Canada – Tenex Data ULC, Total Tec Systems, Inc. and Forefront Graphics US Inc., as borrowers, Xxxx Microproducts Canada Inc., and Xxxx Microproducts Mexico Shareholder, LLC, as guarantors, Wachovia Capital Finance Corporation (Western) (“Wachovia Capital Finance”), as Administrative Agent, Bank of America, N.A., as Co-Agent (together with Wachovia Capital Finance, the “Senior Bank Agents”), and the other lenders named therein, dated as of September 29, 2008 (the “New Senior Credit Agreement”), the Borrower and the other credit parties named therein have refinanced both the indebtedness previously evidenced and governed by the Wachovia Bank Group Senior ABL Agreement and the indebtedness previously evidenced and governed by the Wachovia Bank Group Senior ABS Agreement, and that the Shares will be issued at Wachovia Bank Group Senior ABS Agreement has been effectively terminated. (b) Pursuant to the Closing pursuant to an exemption from registration under the Securities Act and applicable state securities law and agrees not to sell Credit Agreement, a refinancing, refunding, renewal or otherwise dispose extension of the Shares Senior Indebtedness referred to in Section 1(a) above will, itself, constitute “Senior Indebtedness”, as that term is defined in the Credit Agreement; provided, that any transaction which would be increase in violation the principal amounts of the Securities Act any such Indebtedness incurred in connection with any such extension, renewal, refunding or applicable state securities law. Each Stockholder acknowledges that the following legend refinancing will appear on the certificates for the Shares reflecting the foregoing restriction. The Issuer shallnot constitute Senior Indebtedness unless, at the request time of any holder such extension, renewal, refunding or refinancing, no Event of Registrable SecuritiesDefault or Default then exists and, remove from each on a pro forma basis (assuming the full funding of such increased principal Indebtedness), the financial covenants contained in Sections 6.2(a), 6.2(g) and 6.2(h) of the Credit Agreement are satisfied. Accordingly, on or prior to the date hereof, Borrower has delivered to the Agent the certificate described in Section 4(g) below, evidencing Registrable Shares the legend described above if satisfaction of the foregoing financial covenants (the “Amendment Certificate”). (c) Each of the Lenders and Agent hereby acknowledge that, based on the Amendment Certificate, the indebtedness evidenced and governed by the New Senior Credit Agreement constitutes “Senior Indebtedness”, as that term is defined in the opinion of counsel reasonably acceptable to the Issuer the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSCredit Agreement."

Certain Acknowledgments. Each Stockholder The Company acknowledges and agrees that the Shares Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the Allocation Schedule to be delivered to Acquiror in connection with the Company Closing Statement pursuant to Section 4.02(b) and such allocation (i) will be issued at in accordance with the Governing Documents of the Company and this Agreement; (ii) will set forth (A) the number and class of Equity Securities owned by each Pre-Closing Holder and (B) the portion of the Merger Consideration allocated to each Pre-Closing Holder in accordance with this Agreement; and (iii) notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate consideration payable in connection with the Transactions in respect of all outstanding shares of Company Stock, Company Options exceed a number of shares of Acquiror Common Stock (including the Net Acquiror Option Shares) equal to the Closing pursuant Share Consideration. Notwithstanding anything in this Agreement to an exemption from registration under the Securities Act contrary, upon delivery, payment and applicable state securities law issuance of the Merger Consideration on the Closing Date in accordance with Section 3.03(a) and completion of the transactions contemplated with respect to Company Options in Section 3.06, the Company acknowledges and agrees not that Acquiror and its respective Affiliates shall be deemed to sell or otherwise dispose have satisfied all obligations with respect to the payment of the Shares in Closing Share Consideration, and none of them shall have (I) any transaction which would be in violation further obligations to any Pre-Closing Holder with respect to the payment of any consideration under this Agreement (including with respect to the payment of the Securities Act or applicable state securities law. Each Stockholder acknowledges that the following legend will appear on the certificates for the Shares reflecting the foregoing restriction. The Issuer shallMerger Consideration), at the request of (II) any further obligations to any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable Company Options with respect to the Issuer payment of any consideration under this Agreement (including with respect to the securities evidenced thereby may be publicly sold without registration payment of the Net Acquiror Option Shares) or (III) any liability with respect to the allocation of the consideration under this Agreement, and the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Company hereby irrevocably waives and releases Acquiror and its Affiliates (including, AS AMENDEDon and after the Closing, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (Ithe Surviving Entity and its Affiliates) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSfrom all claims arising from or related to the allocation of the Merger Consideration among each Pre-Closing Holder."

Certain Acknowledgments. Each Stockholder acknowledges that the Shares will be issued at the Closing pursuant to an exemption from registration under the Securities Act and applicable state securities law and agrees not to transfer, sell or otherwise dispose of the Shares in any transaction which would be in violation of the Securities Act or Act, applicable state securities lawlaw or this Agreement. Each Stockholder acknowledges that the following legend legends will appear on the certificates for the Shares reflecting the foregoing restriction. The Issuer shall, at the request of any holder of Registrable Securities, remove from each certificate evidencing Registrable Shares the legend described above if in the opinion of counsel reasonably acceptable to the Issuer the securities evidenced thereby may be publicly sold without registration under the Securities Act. "restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), THE NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERREDMORTGAGED, PLEDGED, HYPOTHECATED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. [IN THE CASE OF SHARES SUBJECT TO ARTICLE II HEREOF ONLY: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER, ALL AS SET FORTH IN THE STOCKHOLDERS’ AND REGISTRATION RIGHTS AGREEMENT OF THE COMPANY, DATED , 2004, A COPY OF WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWSON FILE WITH THE SECRETARY OF THE COMPANY.] Upon the lapse of any of the restrictions on transfer set forth in Article II, OR each Stockholder shall be entitled to receive, at no expense to the Stockholder, upon surrender of a certificate representing Shares that bear the legend immediately above (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWSthe “Transfer Restriction Legend”), two or more certificates representing the aggregate amount of Shares represented by the certificate so surrendered, such that the Stockholder shall receive one or more certificates which do not bear the Transfer Restriction Legend and which aggregate to the number of Shares represented by the certificate so surrendered as to which the transfer restrictions have lapsed, together with one or more certificates representing the balance, if any, of the Shares represented by the certificate so surrendered which shall continue to bear the Transfer Restriction Legend."

Certain Acknowledgments. Each Stockholder The Company acknowledges that any failure, refusal or inability by the Shares Company described in the foregoing paragraphs (i) through (iv) and paragraph (vi) will cause the Holders to suffer damages in an amount that will be issued at difficult to ascertain, including without limitation damages resulting from the Closing pursuant loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities. Accordingly, the parties agree that it is appropriate to an exemption from registration under include in this Agreement the Securities Act foregoing provisions for Default Payments and applicable state securities law mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agrees agree that the Default Payments and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such Default Payments and mandatory redemptions are reasonable and will not to sell or otherwise dispose constitute a penalty. The parties agree that the provisions of this clause (viii) consist of certain acknowledgments and agreements concerning the remedies of the Shares Holders set forth in clauses (i) through (iv) and paragraph (vi) of this paragraph; nothing in this clause (viii) imposes any transaction additional default payments and mandatory redemptions for violations under this Agreement. (c) If the Holder(s) intend to distribute the Registrable Securities by means of an underwriting, the Holder(s) shall so advise the Company. Any such underwriting may only be administered by investment bankers reasonably satisfactory to the Company. (d) The Company shall enter into such customary agreements for secondary offerings (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions reasonably requested by the Holders in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities. In the event that the offering in which would the Registrable Securities are to be sold is deemed to be an underwritten offering or an Investor selling Registrable Securities is deemed to be an underwriter, the Company shall: (i) make such representations and warranties to the Holders and the underwriter or underwriters, if any, in violation form, substance and scope as are customarily made by issuers to underwriters in secondary offerings; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of independent counsel to the Company, on and dated as of the Securities Act effective day (or applicable state securities law. Each Stockholder acknowledges that in the following legend will appear on case of an underwritten offering, dated the certificates for the Shares reflecting the foregoing restriction. The Issuer shall, at the request date of delivery of any holder Registrable Securities sold pursuant thereto) of Registrable Securitiesthe Registration Statement, remove from and within ninety (90) days following the end of each certificate evidencing Registrable Shares the legend described above if fiscal year thereafter, which counsel and opinions (in the opinion of counsel form, scope and substance) shall be reasonably acceptable satisfactory to the Issuer Holders and the securities evidenced thereby may be publicly sold underwriter(s), if any, and their counsel and covering, without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933limitation, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR (II) UPON THE FURNISHING TO GENERAL ELECTRIC COMPANY BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO GENERAL ELECTRIC COMPANY THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS."such matters as the