Common use of Disposition of the Shares Clause in Contracts

Disposition of the Shares. (a) Each Learn2 Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in Section 16 hereof), such Learn2 Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other encumbrance or disposition of ("Transfer"), any shares of the Common Stock or any other capital -------- stock of Learn2 (including all options, warrants and other rights to acquire shares of Common Stock or Learn2 capital stock) (together, the "Capital Stock") ------------- or any other voting interests in Learn2 now owned or hereafter acquired beneficially or of record by such Learn2 Stockholder without the consent of E- Stamp, provided, however, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity that does not prevent the Learn2 Stockholder from performing his or her obligations under this Agreement, and provided, further, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity where as a precondition to such Transfer the transferee: (i) executes a counterpart to this Agreement and a Proxy (as defined in Section 4, and with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Capital Stock (or interest in Capital Stock) subject to all of the terms and provisions of this Agreement. (b) Each Learn2 Stockholder hereby agrees and consents to the entry of stop transfer instructions by Learn2 against the transfer of any shares of the Capital Stock consistent with the terms of Section 2(a) hereof. ------------

Disposition of the Shares. (a) Each Learn2 E-Stamp Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in Section 16 hereof), such Learn2 E-Stamp Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other encumbrance or disposition of ("Transfer"), any shares of the Common Stock or -------- any other capital -------- stock of Learn2 E-Stamp (including all options, warrants and other rights to acquire shares of Common Stock or Learn2 E-Stamp capital stock) (together, the "Capital Stock") ------------- or any other voting interests in Learn2 E-Stamp now owned or ------------- hereafter acquired beneficially or of record by such Learn2 E-Stamp Stockholder without the consent of E- StampLearn2, provided, however, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity that does not prevent the Learn2 E-Stamp Stockholder from performing his or her obligations under this Agreement, and provided, further, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity where as a precondition to such Transfer the transferee: (i) executes a counterpart to this Agreement and a Proxy (as defined in Section 4, and with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Capital Stock (or interest in Capital Stock) subject to all of the terms and provisions of this Agreement. (b) Each Learn2 E-Stamp Stockholder hereby agrees and consents to the entry of stop transfer instructions by Learn2 E-Stamp against the transfer of any shares of the Capital Stock consistent with the terms of Section 2(a) hereof. ------------

Disposition of the Shares. (a) Each Learn2 Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in Section 16 hereof), such Learn2 Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other encumbrance or disposition of ("TransferTRANSFER"), any shares of the Common Stock or any other capital -------- stock of Learn2 (including all options, warrants and other rights to acquire shares of Common Stock or Learn2 capital stock) (together, the "Capital StockCAPITAL STOCK") ------------- or any other voting interests in Learn2 now owned or hereafter acquired beneficially or of record by such Learn2 Stockholder without the consent of E- E-Stamp, providedPROVIDED, howeverHOWEVER, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity that does not prevent the Learn2 Stockholder from performing his or her obligations under this Agreement, and providedPROVIDED, furtherFURTHER, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity where as a precondition to such Transfer the transferee: (i) executes a counterpart to this Agreement and a Proxy (as defined in Section 4, and with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Capital Stock (or interest in Capital Stock) subject to all of the terms and provisions of this Agreement. (b) Each Learn2 Stockholder hereby agrees and consents to the entry of stop transfer instructions by Learn2 against the transfer of any shares of the Capital Stock consistent with the terms of Section 2(aSECTION 2(A) hereof. ------------.

Disposition of the Shares. (a) Each Learn2 E-Stamp Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in Section 16 hereof), such Learn2 E-Stamp Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other encumbrance or disposition of ("TransferTRANSFER"), any shares of the Common Stock or any other capital -------- stock of Learn2 E-Stamp (including all options, warrants and other rights to acquire shares of Common Stock or Learn2 E-Stamp capital stock) (together, the "Capital StockCAPITAL STOCK") ------------- or any other voting interests in Learn2 E-Stamp now owned or hereafter acquired beneficially or of record by such Learn2 E-Stamp Stockholder without the consent of E- StampLearn2, providedPROVIDED, howeverHOWEVER, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity that does not prevent the Learn2 E-Stamp Stockholder from performing his or her obligations under this Agreement, and providedPROVIDED, further, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity where as a precondition to such Transfer the transferee: (i) executes a counterpart to this Agreement and a Proxy (as defined in Section 4, and with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Capital Stock (or interest in Capital Stock) subject to all of the terms and provisions of this AgreementAgreement . (b) Each Learn2 E-Stamp Stockholder hereby agrees and consents to the entry of stop transfer instructions by Learn2 E-Stamp against the transfer of any shares of the Capital Stock consistent with the terms of Section 2(aSECTION 2(A) hereof. ------------.