Common use of Covenants under Rule 145 Clause in Contracts

Covenants under Rule 145. (a) The Holder has been advised that the issuance of the shares of New Tyco Common Stock to the Holder pursuant to the Merger will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-4. The Holder has also been advised that the undersigned will or may be deemed an "affiliate" of the Company at the time the Merger is submitted to a vote of the shareholders of the Company, subject to Rule 145 under the Securities Act. Accordingly, the Holder may not sell or otherwise dispose of any shares of New Tyco Common Stock except in accordance with Rule 145(d) or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act.