Common use of Management Stockholder’s Representations, Warranties and Agreements Clause in Contracts

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the 2000 Options (the "“Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock"”) unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Securities Act of 1933, as amended, (the “Act”) and as interpreted by the Board of Directors of the Company) of the Company (an "“Affiliate"”), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 4, 5 8 or 6 9 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "“Management Stockholder's ’s Estate"”) or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "“Management Stockholder's ’s Trust"”) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofAgreement. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "“SEC"”). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate hypothecate, or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase Stockany other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the Effective Date, the "“Stock"”), except as otherwise provided for in this Section 2(a) unless such transfer complies with and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Sections 3 (including transfers in a Proposed Sale (as defined in Section 1(a) of the Sale Participation Agreement) pursuant to the Sale Participation Agreement), 4, 5 or 6 8 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members, or beneficiaries of a person Person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofhereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any Person other than the Management Stockholder, his or her spouse (or ex-spouse), or his or her lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b), such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(d) below, or (4) a transfer made by the Management Stockholder, with the Board’s approval, which approval shall be in the sole discretion of the Board. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION HYPOTHECATION, OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19BETWEEN PRA GLOBAL HOLDINGS, 1997 BETWEEN AMPHENOL CORPORATION INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH MANAGEMENT STOCKHOLDER AND THE COMPANY, IN EACH CASE DATED AS OF DECEMBER 20, 2013 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL, STATE, OR OTHER FOREIGN COMPANY AND SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he or she has been advised that (i) no shares of Stock have been subscribed for and/or acquired by him or her in the Issued Stock, if any, has been registered on Form S-8 under the Actcontext of a Public Offering, (ii) the shares of the Stock are characterized as “restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (iii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock Stock, and (iiiiv) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If Subject at all times to the limitations and restrictions on transfer set forth in this Agreement, if any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such customary documentation as the Company may reasonably request in connection with such sale and take any customary actions reasonably requested by the Company prior to such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Subject at all times to the limitations and restrictions on transfer set forth in this Agreement, the Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement statement, including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning the Stock, from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within until (i) 180 days after(or such shorter period as may be (A) consented to by the managing underwriter or underwriters or (B) applicable to Parent, subject to the effective determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (B) would not adversely affect the success of such offering) in the case of the Initial Public Offering and (ii) 90 days (or in an underwritten offering such shorter period as may be (x) consented to by the managing underwriter or underwriters, if any or (y) applicable to the Management Stockholder, subject to the determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (y) would not adversely affect the success of such offering) in the case of any other Public Offering after the date of the prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such registration statementPublic Offering shall be made, unless otherwise agreed to in writing by the Company, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed or will receive and review (in the document(scase of Options and Option Stock) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company Company, and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of investment in the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act or other applicable securities laws, and the Management Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the Purchased Stock in violation of the Act or other applicable securities laws.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees In addition to agreeing to and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares acknowledging the restrictions on transfer of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock"as defined in Section 3(a) unless such transfer complies with hereof) set forth in Section 3 of this Agreement. If hereof, if the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer permitted by or made pursuant to Section 4, 5 Sections 3 or 6 4 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal applicable securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stocktransfer. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (dc) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act an applicable resale exemption or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at at, or prior to to, the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (ed) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by (except pursuant to such registration statement from statement) for the time “Lock-Up Period,” unless otherwise agreed to in writing by the Company. The “Lock-Up Period” is the period (i) beginning on the date of the receipt of a notice from the Company that the Company has filed filed, or imminently intends to file file, such registration statement toand (ii) ending one hundred and eighty (180) days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or such shorter period as may be consented to by the managing underwriter or underwriters, or within 180 days after, if any) in the case of any other Public Offering after the effective date of such registration statement. Notwithstanding the foregoing, if (1) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 2(d) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless otherwise agreed to the Company waives such extension in writing by the Companywriting. (fe) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(e), and he has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase acquisition of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase acquisition of the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) his participation in the acquisition of the Purchased Stock is voluntary. (g) The Management Stockholder hereby grants to Luxco an irrevocable proxy coupled with an interest to vote his Stock at any meeting of stockholders of the Company, to consent to holding such meetings at short notice and to exercise the voting rights attached to the Stock by way of unanimous written consent in lieu of a meeting, which proxy shall be valid and remain in effect until the earliest to occur of (i) an initial Public Offering, (ii) a Change in Control and (iii) the date on which the Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership percentage as of August 22, 2006.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Option Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19APRIL 17, 1997 2009 BETWEEN AMPHENOL CORPORATION CBAYSYSTEMS HOLDINGS LIMITED ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (cb) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Option Stock and (iiiii) a notation shall be made in the appropriate records Register of Members of the Company indicating that the Option Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Option Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (dc) If any shares of the Common Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (ed) The Management Stockholder agrees that, if requested by the managing underwriter for an underwritten offering of any shares of the capital stock of the Company are offered Common Stock to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Common Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company; provided, that the transfer restrictions (lock-up) described in this Section shall only apply to the extent the Principal Stockholders are subject to such restrictions. (fe) The Management Stockholder represents and warrants that (i) with respect to Issued the Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising Option Agreement, the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock Option Plan and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Option Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii1(e), and he the Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Option Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Option Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase acquisition of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Option Stock and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his purchase the Management Stockholder’s acquisition of the Issued Stock, if any, Option Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as otherwise provided for in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Date date hereof in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to Section 3(d) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders, provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in any Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL AMONG DOLLAR GENERAL CORPORATION ("THE “COMPANY") ”), BUCK HOLDINGS, L.P., AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND BUCK HOLDINGS, L.P., IN EACH CASE DATED AS OF [EFFECTIVE DATE] (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent agent, if any, with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on the Management Stockholder vis-á-vis any other shareholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the IPO and 90 days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company Options and the business and prospects of Stock underlying the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus Options and the information received as indicated in this Section 2(f)(ii), and he Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Existing Purchased Stock and the Purchased Stock and, at the time of exercise, any shares of the Common Stock issuable issued upon exercise of the Existing Option (the "Existing Option Stock" and, together with the Existing Purchased Stock the "Existing Stock") or the New Options (the "New Option Stock" and, together with the Purchased Stock, the "New Stock" and collectively the Existing Stock together with Retained the New Stock and Purchase Stockany other shares of Common Stock otherwise acquired and/or held by the Management Stockholder Entities, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the except as otherwise provided for herein. The Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to clauses (c) and (d) of Section 3 or Sections 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock Estate in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement ; and (z) a transfer of the Existing Stock made after the Base Initial Investment Date and a transfer of the New Stock made after the Investment Date, in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust"; provided that, in the case of (y) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreementand (z), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19OCTOBER 15, 1997 2004 BETWEEN AMPHENOL CORPORATION ROCKWOOD HOLDINGS, INC. (THE "THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth in Section 2(b) hereof shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the The Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it until the Stock is subsequently registered under the Act or unless an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule (if the Management Stockholder is a Rule 405 Affiliate) and (3) if the Rule 144 exemption is not available, public sale resale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 calendar days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions available information relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of she has been advised that (any such act being referred to herein as a "transfer"i) any the shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, and the Common Stock issuable to be issued upon exercise of the any Options (the "“Option Stock" and collectively ” and, together with Retained Stock and Purchase the Purchased Stock, the "“Stock"”) unless are characterized as “restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with respect to the Stock. (b) The Management Stockholder represents and warrants that (i) with respect to the Purchased Stock and Option Stock, the Management Stockholder has received and reviewed the available information relating to such transfer complies with Stock, including having received and reviewed the documents related thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which the Management Stockholder deems necessary to evaluate the merits and risks related to the Management Stockholder’s investment in the Stock and to verify the information contained in the information received as indicated in this Section 3 2(b), and the Management Stockholder has relied solely on such information. (c) The Management Stockholder further represents and warrants that (i) the Management Stockholder’s financial condition is such that the Management Stockholder can afford to bear the economic risk of this Agreement. If holding the Stock for an indefinite period of time and has adequate means for providing for the Management Stockholder’s current needs and personal contingencies, (ii) the Management Stockholder can afford to suffer a complete loss of his or her investment in the Stock, (iii) the Management Stockholder understands and has taken cognizance of all risk factors known or made available to the Management Stockholder related to the purchase of the Stock, (iv) the Management Stockholder’s knowledge and experience in financial and business matters are such that the Management Stockholder is an "affiliate" (as defined under Rule 405 capable of evaluating the merits and risks of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares Stockholder’s purchase of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound contemplated by the provisions of this Agreement and (zv) a transfer made after with respect to the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only Purchased Stock, such Purchased Stock is being acquired by the Management StockholderStockholder for his or her own account, his spouse not as nominee or his lineal descendants (agent, and not with a "Management Stockholder's Trust") view to the resale or a transfer made after the third anniversary distribution of any part thereof in violation of the Base Date to such a trust by a person who Act, and the Management Stockholder has become a holder no present intention of selling or otherwise distributing the Purchased Stock in accordance with violation of the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofAct. (bd) For the avoidance of doubt, the Stock shall constitute “Stock” for purposes of the Management Stockholders Agreement. (e) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION USF HOLDING CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF AND THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND XXXXXXX, DUBILIER & RICE FUND VII, L.P., CLAYTON, DUBILIER & RICE FUND VII (A COPY CO-INVESTMENT), L.P., CD&R PARALLEL FUND VII, L.P., CDR USF CO-INVESTOR L.P., CDR USF CO-INVESTOR XX. 0, X.X., XXX 0000 XXXX X.X., XXX XXX INVESTMENTS, L.P., KKR PARTNERS III, L.P. AND OPERF CO-INVESTMENT LLC, IN EACH CASE DATED AS OF , (COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.”

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (xI) a transfer made pursuant to Section Sections 3, 4, 5 or 6 8 hereof, (yII) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (zIII) a transfer made after the Base Closing Date in compliance with the United States federal and Canadian securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to Section 3(d) below, (IV) a transfer of Stock made by the Management Stockholder to Other Management Stockholders, provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (V) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legendlegend and the legend required by Canadian securities laws: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION USF HOLDING CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF AND THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND XXXXXXX, DUBILIER & RICE FUND VII, L.P., CLAYTON, DUBILIER & RICE FUND VII (A COPY CO-INVESTMENT), L.P., CD&R PARALLEL FUND VII, L.P., CDR USF CO-INVESTOR L.P., CDR USF CO-INVESTOR XX. 0, X.X., XXX 0000 XXXX X.X., XXX XXX INVESTMENTS, L.P., KKR PARTNERS III, L.P. AND OPERF CO-INVESTMENT LLC, IN EACH CASE DATED AS OF DECEMBER 23, 2008 (COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he or she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of the Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions requested by the Company prior to any such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of an initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors known or made available to the Management Stockholder related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act and (vi) the Management Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Rollover Stock andor, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock, Rollover Stock and Purchase Stockany other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, whether pursuant to the exercise of Options or otherwise, the "“Stock"”), except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act Act; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale, as defined in the Sale Participation Agreement and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion or advice of counsel or other advisor is required in connection therewith: (x1) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(b) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION FIRST DATA HOLDINGS INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND NEW OMAHA HOLDINGS, L.P., IN EACH CASE DATED AS OF (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement, unless otherwise agreed to in writing by the Company, provided, however, in no event shall the period during which the Management Stockholders shall be restricted from selling under this paragraph (e) be longer than the period imposed upon the Sponsors. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock, if anyRollover Stock and Options, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued Stocksuch Stock and Options, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he he/she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any (i) shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (together with any net settled stock), (ii) Common Stock acquired upon vesting of the "Option RSUs or (iii) any other Common Stock acquired and/or held by the Management Stockholder Entities, (collectively, “Stock" and collectively with Retained Stock and Purchase Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he he/she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 3 or 6 hereof, (y) a transfer upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The From and after the Effective Date until such time as the applicable transfer restrictions no longer apply to such Stock and the Company has reissued a certificate representing such Stock, the certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19NOVEMBER 1, 1997 2014 BETWEEN AMPHENOL CORPORATION AFFINIA GROUP HOLDINGS INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS NOT IN VIOLATION OF THE ACT OR APPLICABLE STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he he/she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he he/she has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the RSUs and the Options and the Stock underlying the RSUs and the Options and (ii) he he/she has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he he/she deems necessary to evaluate the merits and risks related to his his/her investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he he/she has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his his/her financial condition is such that he he/she can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his his/her current needs and personal contingencies, (ii) he he/she can afford to suffer a complete loss of his or his/her investment in the Issued Stock, if any, (iii) he he/she understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his his/her knowledge and experience in financial and business matters are such that he he/she is capable of evaluating the merits and risks of his his/her purchase of the Issued Stock, if any, Stock as contemplated by this AgreementAgreement and (v) he/she is a resident of the State of South Carolina.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon settlement of the Deferred Stock Units (“Deferred Stock”) or upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained Stock and Purchase all Deferred Stock, and any other Common Stock otherwise acquired and/or held by the "Management Stockholder Entities as of or after the date hereof, “Stock"”), except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and if requested such transferee shall agree in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below and (4) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any Subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ENERGY FUTURE HOLDINGS CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH MANAGEMENT STOCKHOLDER AND TEXAS ENERGY FUTURE HOLDINGS LIMITED PARTNERSHIP, IN EACH CASE DATED AS OF MAY [__], 2008 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 Stock is characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if anyincluding a Preliminary Confidential Private Placement Memorandum and any supplements thereto, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(e), and he the Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s (taken with such Management Stockholder’s representatives’) knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) the Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Stock in violation of the Act, and (vi) at the time of this offering, the Management Stockholder is (a) “an accredited investor”1 within the meaning of Rule 501(a) 1 “Accredited Investors” include persons who come within the meaning of any of the following categories at the time of sale of the Stock: • any director or executive officer of the Company; • any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1 million; or • any natural person who for the two most recent years had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000 and has a reasonable expectation of reaching that same level of income in the current year. under the Securities Act that is willing and able to conduct an independent investigation of the risks of investing in the Company and (b) an employee, director or officer of the Company or one of its Subsidiaries.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Option Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19DECEMBER [•], 1997 BETWEEN AMPHENOL CORPORATION 2010 AMONG [CBAY SYSTEMS HOLDINGS LIMITED/MEDQUIST HOLDINGS INC.] ("THE “COMPANY") ”), S.A.C. PEI CB INVESTMENT, L.P., AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (cb) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Option Stock and (iiiii) a notation shall be made in the appropriate records transfer register of the Company indicating that the Option Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Option Stock. If the Management Stockholder is an AffiliateAffiliate of the Company, the Management Stockholder also acknowledges that (1) the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (dc) If any shares of the Common Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (ed) The Management Stockholder agrees that, if requested by the managing underwriter for an underwritten offering of any shares of the capital stock of the Company are offered Common Stock to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, Xxxx X-0 or any successor or similar form), the Management Stockholder will not effect not, directly or indirectly, sell, offer, contract or grant any public sale option to sell (including, without limitation, any short sale), pledge, transfer or distribution establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any shares Common Stock, options or warrants to acquire Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the Management Stockholder or the spouse or other immediate family member of the Stock Management Stockholder, not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the Initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date closing of such registration statementofferings, unless otherwise agreed to in writing by the Company. (fe) The Management Stockholder represents and warrants that (i) with respect to Issued the Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising Existing Option Agreements, the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock 2007 Option Plan and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Option Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(e), and he the Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Option Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Option Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase acquisition of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Option Stock and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his purchase the Management Stockholder’s acquisition of the Issued Stock, if any, Option Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options Options, (the "“Option Stock" ”; together with all Restricted Stock that is deemed “Stock” under the applicable Award Agreement and collectively with Retained any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), except as provided in this Section 2(a) below and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (xI) a transfer made pursuant to Section Sections 3, 4, 5 or 6 8 hereof, (yII) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (zIII) a transfer made after the Base Date in compliance with the United States federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to Section 3(d) below, (IV) a transfer of Stock made by the Management Stockholder to Other Management Stockholders, provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (V) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION USF HOLDING CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF AND THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND XXXXXXX, DUBILIER & RICE FUND VII, L.P., CLAYTON, DUBILIER & RICE FUND VII (A COPY CO-INVESTMENT), L.P., CD&R PARALLEL FUND VII, L.P., CDR USF CO-INVESTOR L.P., CDR USF CO-INVESTOR XX. 0, X.X., XXX 0000 XXXX X.X., XXX XXX INVESTMENTS, L.P, KKR PARTNERS III, L.P. AND OPERF CO-INVESTMENT LLC, IN EACH CASE DATED AS OF [ ] (COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he or she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of the Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions requested by the Company prior to any such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of an initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Option Stock, if anyRestricted Stock and/or shares of Common Stock subject to Restricted Stock Units, he as applicable, the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options, the Stock underlying the Options, the Restricted Stock and the shares of Common Stock subject to Restricted Stock Units and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Restricted Stock andor, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Restricted Stock and Purchase Stockany other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, whether pursuant to the exercise of Options or otherwise, the "“Stock"”), except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act Act; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale, as defined in the Sale Participation Agreement and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees ; provided that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no such opinion of counsel is or other advice shall not be required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that if such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC")a Proposed Sale. (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 2005 BETWEEN AMPHENOL CORPORATION VISANT HOLDING CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time Securities or any of exercise, the Common Stock issuable upon exercise of the 2000 Options (the "Option Stock" and collectively with Retained Stock and Purchase StockSecurities, the "Stock") unless such transfer complies compiles with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws law or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 4, 5 8 or 6 9 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofAgreement. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE 2000 MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has Retained Securities have been registered on Form S-8 or otherwise under the ActAct and that the Company will use its reasonable best efforts to cause a Registration Statement on Form S-8 covering shares of Common Stock to be issued pursuant to the exercise of options under the 2000 Option Plan to be filed by December 6, 2001, (ii) a restrictive legend in the form heretofore set forth shall be placed on the any certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the any investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such registration is available, available (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and or (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued StockRetained Securities, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued StockRetained Securities, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued StockRetained Securities, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued StockRetained Securities, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued StockRetained Securities, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued StockRetained Securities, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued StockRetained Securities, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon settlement of the Deferred Stock Units (“Deferred Stock”) or upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Deferred Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and if requested such transferee shall agree in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below and (4) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any Subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ENERGY FUTURE HOLDINGS CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH MANAGEMENT STOCKHOLDER AND TEXAS ENERGY FUTURE HOLDINGS LIMITED PARTNERSHIP, IN EACH CASE DATED AS OF MAY [ ,] 2008 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 Stock is characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "transfer"“Transfer”) any shares (x) Purchased Units, or (y) equity interests in Oncor (or any IPO Vehicle) issued in respect of Stock Appreciation Rights or distributed to the Management Stockholder by the Company (“Oncor Units”, together with all equity interests in the Company, equity interests in Oncor or equity interests in any IPO Vehicle otherwise acquired and/or held by the Management Stockholder Entities, as of or after the date hereof, and any successor security of any of the Purchase Stockforegoing, Retained Stock and“Units”), at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" except as provided in this Section 2(a) and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 Affiliate of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate")any Management Stockholder Employer, the Management Stockholder also agrees and acknowledges that he or she will not transfer Transfer any shares of the Stock unless such Units unless: (i) the transfer Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or “blue sky” laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company, Oncor or the IPO Vehicle, as applicable) shall have furnished the Company Company, Oncor or the IPO Vehicle, as applicable, with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, Oncor or the IPO Vehicle, as applicable, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer Transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company, Oncor or the IPO Vehicle, as applicable) shall have furnished the Company Company, Oncor or the IPO Vehicle, as applicable, with an opinion or other advice reasonably satisfactory in form and substance to the Company Company, Oncor or the IPO Vehicle, as applicable, to the effect that such transfer Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees Oncor acknowledge and agree that any of the following transfers Transfers of Units are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer Transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer Transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock Units in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and if requested such transferee shall agree in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, (z3) a transfer Transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such Transfer shall no longer be deemed in compliance with this Agreement and shall be subject to Section 3(c) below and (4) a Transfer made by the Management Stockholder, with the Managing Member’s or the board of directors of Oncor’s, or the IPO Vehicle’s, as applicable, approval, to the Company or Oncor, as applicable, or their designee. (b) The certificate (or certificates) representing the Stock Units, if any, shall bear the following legend: "“THE SHARES UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19AMONG ONCOR MANAGEMENT INVESTMENT LLC (THE “COMPANY”), 1997 BETWEEN AMPHENOL CORPORATION ONCOR ELECTRIC DELIVERY COMPANY LLC ("THE COMPANY"“ONCOR”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER, ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLC, IN EACH CASE EFFECTIVE AS OF NOVEMBER 5, 2008 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)ONCOR) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he or she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 Units are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company, Oncor or the IPO Vehicle in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Units may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock Units and (iii) a notation shall be made in the appropriate records of the Company Company, Oncor or the IPO Vehicle, as applicable, indicating that the Stock is Units are subject to restrictions on transfer Transfer and appropriate stop transfer restrictions will be issued to the Company's ’s, Oncor’s or the IPO Vehicle’s, as applicable, transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the ActUnits. (d) If any shares of the Stock Units are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company Company, Oncor or the IPO Vehicle, as applicable, of such intended disposition and shall deliver to the Company Company, Oncor or the IPO Vehicle, as applicable, at or prior to the time of such disposition such documentation as the Company Company, Oncor or the IPO Vehicle, as applicable, may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company Company, Oncor or the IPO Vehicle, as applicable, an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stockthe Units and Stock Appreciation Rights, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued Stocksuch Units and Stock Appreciation Rights, if anyincluding a Preliminary Confidential Private Placement Memorandum and any supplements thereto, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Units and the Stock Appreciation Rights and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents documents, and to ask questions and receive answers about such information and documents, regarding the Company Company, Oncor and the business and prospects of the Company and Oncor which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Units and any Stock Appreciation Rights and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(e), and he the Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, his or her Units for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if anyUnits, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued StockUnits, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Units as contemplated by this Agreement, (v) with respect to the Purchased Units, such Purchased Units are being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Units in violation of the Act, and (vi) the Management Stockholder is (a) if the applicable box on the signature page hereto has been checked, an “accredited investor”1 1 “Accredited Investors” include persons who come within the meaning of any of the following categories at the time of sale of the Units: within the meaning of Rule 501(a) under the Securities Act that is willing and able to conduct an independent investigation of the risks of investing in the Company, or, if not an accredited investor, and (b) if such box has not been checked, an employee, director or officer of a Management Stockholder Employer.

Management Stockholder’s Representations, Warranties and Agreements. (a) a. The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Granted Stock, Common Stock andissuable upon settlement of RSUs or, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" ”) and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, whether pursuant to the exercise of Options, settlement of RSUs or otherwise (all such shares collectively with Retained Stock referred to as “Stock”), except as provided in this Section 2(a) below and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act Act; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale, as defined in the Sale Participation Agreement and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion or advice of counsel or other advisor is required in connection therewith: (x1) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Date date hereof in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(b) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) b. The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19BETWEEN FIRST DATA HOLDINGS, 1997 BETWEEN AMPHENOL CORPORATION INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND NEW OMAHA HOLDINGS, L.P., IN EACH CASE DATED AS OF , 2013 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."” (c) c. The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) d. If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-a-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) e. The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement, unless otherwise agreed to in writing by the Company, provided, however, in no event shall the period during which the Management Stockholders shall be restricted from selling under this paragraph (e) be longer than the period imposed upon the Sponsors. (f) f. The Management Stockholder represents and warrants that (i) with respect to Issued any Purchased Stock, if anyGranted Stock, he RSUs and Options, the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Purchased Stock, if anyGranted Stock, RSUs and Options, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the RSUs and Options and the Stock underlying the RSUs and Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) g. The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act, and (vi) the Management Stockholder is an “accredited investor” within the meaning of Rule 501(a) under the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Shares, the Common Stock issuable upon settlement of the Deferred Stock Units (“Deferred Stock, Retained Stock and, at the time of exercise, ”) or the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Shares, Deferred Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and if requested such transferee shall agree in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below and (4) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any Subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ENERGY FUTURE HOLDINGS CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH MANAGEMENT STOCKHOLDER AND TEXAS ENERGY FUTURE HOLDINGS LIMITED PARTNERSHIP, IN EACH CASE DATED AS OF [MAY , 2008] (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 Stock is characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if anyincluding a Preliminary Confidential Private Placement Memorandum and any supplements thereto, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(e), and he the Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s (taken with such Management Stockholder’s representatives’) knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) the Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Stock in violation of the Act, and (vi) at the time of this offering, the Management Stockholder is (a) “an accredited investor”1 within the meaning of Rule 501(a) under the Securities Act that is willing and able to conduct an independent investigation of the risks of investing in the Company and (b) an employee, director or officer of the Company or one of its Subsidiaries.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose 7.1 In addition to agreeing to the restrictions on the transfer of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with set forth in Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate")3, the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Purchase Stock unless unless: (ia) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or laws; or (iib) (A) unless waived by the Company, counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration under the Securities Act is required because of the availability of an exemption from registration under the Securities Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoingconditions in this Section 7.1, the Company and POI Acquisition each acknowledges and agrees that any of the following transfers are transfer permitted under Sections 3.1(b) or 3.1(c) is deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) 7.2 The certificate (or certificates) representing the any shares of Purchase Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON FEBRUARY 8, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19FEBRUARY 8, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") 2005 AMONG PROTECTION ONE, INC., POI ACQUISITION, L.L.C. AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYPROTECTION ONE, INC.)."” (c) 7.3 The Management Stockholder acknowledges that he or she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Purchase Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Purchase Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Purchase Stock. If the Management Stockholder is an AffiliateAffiliate of the Company, the Management Stockholder also acknowledges that (1) the shares of Purchase Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the shares of Purchase Stock unless it is subsequently registered under the Securities Act or an exemption from such registration is available, (2) when and if shares of the Purchase Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Securities Act. (d) 7.4 If any shares of the Purchase Stock are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company POI Acquisition may reasonably request in connection with such sale andsale, in the case of a disposition pursuant to Rule 144, shall deliver to the Company including an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) 7.5 The Management Stockholder agrees that, if any shares of the capital stock of the Company Purchase Stock are offered to the public in an underwritten offering pursuant to an effective registration statement under the Securities Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Purchase Stock not covered by such registration statement from during the time of period beginning seven days before (as estimated by the receipt of Company in good faith, and set forth in a notice from to the Company that Management Stockholder) and ending ninety (90) days (or such shorter period as may be consented to by the Company has filed managing underwriter or imminently intends to file such registration statement tounderwriters, or within 180 days if any) after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) 7.6 The Management Stockholder represents and warrants that (i) with respect to Issued the shares of Purchase Stock, if any, he or she has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions available information relating to the Stock shares of Purchase Stock, including having received and reviewed the documents related thereto, and (ii) he or she has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he or she deems necessary to evaluate the merits and risks related to his or her investment in the Issued Stock, if any, shares of Purchase Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii)7.6, and he or she has relied solely on such information. (g) 7.7 The Management Stockholder further represents and warrants that (i) his or her financial condition is such that he or she can afford to bear the economic risk of holding the Issued Stock, if any, shares of Purchase Stock for an indefinite period of time and has adequate means for providing for his or her current needs and personal contingencies, (ii) he or she can afford to suffer a complete loss of his or her investment in the Issued shares of Purchase Stock, if any, (iii) he or she understands and has taken cognizance of all risk factors related to the purchase of the Issued shares of Purchase Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his or her knowledge and experience in financial and business matters are such that he or she is capable of evaluating the merits and risks of his or her purchase of the Issued Stock, if any, shares of Purchase Stock as contemplated by this AgreementAgreement and (v) he or she is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Sections 3 (including transfers in a Proposed Sale (as defined in the Sale Participation Agreement (as defined in Section 6(b)) pursuant to the Sale Participation Agreement), 4, 5 or 6 8 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person Person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any Person or entity other than the Management Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(d) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), or (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19AMONG BLUE ACQUISITION GROUP, 1997 BETWEEN AMPHENOL CORPORATION INC. ("THE “COMPANY") ”), BLUE HOLDINGS I, L.P. AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND BLUE HOLDINGS I, L.P., IN EACH CASE DATED AS OF MARCH 8, 2011 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he or she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such customary documentation as the Company may reasonably request in connection with such sale and take any customary actions reasonably requested by the Company prior to any such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Subject at all times to the limitations of Sections 3 and 8 hereof, the Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement statement, including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning the Stock, from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within until (i) 180 days after(or such shorter period as may be (A) consented to by the managing underwriter or underwriters or (B) applicable to the Investors, subject to the effective determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (B) would not adversely affect the success of such offering) in the case of the Initial Public Offering and (ii) ninety (90) days (or in an underwritten offering such shorter period as may be (x) consented to by the managing underwriter or underwriters or (y) applicable to the Investors, subject to the determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (y) would not adversely affect the success of such offering) in the case of any other Public Offering after the date of the prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such registration statementPublic Offering shall be made, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase investment in the Stock (including by virtue of the Issued StockManagement Stockholder’s Rollover Options), if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act, and (vi) if the box next to the Management Stockholder’s signature is checked, the Management Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees In addition to agreeing to the restrictions on transfer of Stock (as defined in Section 3) set forth in Sections 3 and acknowledges that he will not4, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If if the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19AUGUST 20, 1997 2004 BETWEEN AMPHENOL PANAMSAT CORPORATION ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees In addition to agreeing to the restrictions on transfer of Stock (as defined in Section 3) set forth in Sections 3 and acknowledges that he will not4, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If if the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the CompanyHoldco) shall have furnished the Company Holdco with an opinion, reasonably satisfactory in form and substance to the CompanyHoldco, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the CompanyHoldco) shall have furnished the Company Holdco with an opinion or other advice reasonably satisfactory in form and substance to the Company Holdco to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company Holdco acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19OCTOBER 29, 1997 BETWEEN AMPHENOL 2004 AMONG PANAMSAT CORPORATION, PANAMSAT HOLDING CORPORATION ("THE COMPANY"“HOLDCO”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANYHOLDCO)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company Holdco indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's Holdco’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company Holdco of such intended disposition and shall deliver to the Company Holdco at or prior to the time of such disposition such documentation as the Company Holdco may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company Holdco an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company Holdco that the Company Holdco has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the CompanyHoldco. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company Holdco and the business and prospects of the Company Holdco which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer") any shares of the Purchase Stock, Retained Stock and”), at the time of exercise, any shares of the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained any other Common Stock and Purchase otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 3, 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19_______, 1997 200_ BETWEEN AMPHENOL SEALY CORPORATION ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has shares of Common Stock underlying the Options have been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) available information relating to the Stock, including having received and reviewed the documents comprising the Prospectus (the "“Prospectus"”) relating to Issued Stock, if any, the Options and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable issued upon exercise of the Options Option (the "Option Stock" and collectively "; together with Retained all Purchased Stock and Purchase Stockany other shares of Common Stock otherwise acquired and/or held by the Management Stockholder Entities, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the except as otherwise provided for herein. The Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to clauses (c) and (d) of Section 3 or Sections 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock Estate in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement ; and (z) a transfer made after the Base Investment Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust"; provided that, in the case of (y) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreementand (z), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19NOVEMBER 30, 1997 2004 BETWEEN AMPHENOL CORPORATION ROCKWOOD HOLDINGS, INC. (THE "THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth in Section 2(b) hereof shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the The Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it until the Stock is subsequently registered under the Act or unless an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule (if the Management Stockholder is a Rule 405 Affiliate) and (3) if the Rule 144 exemption is not available, public sale resale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 calendar days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions available information relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will notnot prior to a Change in Control, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Rollover Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock, Rollover Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (xI) a transfer made pursuant to Section Sections 3, 4, 5 5, 6, 7 or 6 10 hereof, (yII) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (zIII) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The hereof as a “Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent Stockholder” with respect to the Stock. If representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 8(b), such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below, (IV) a transfer of Stock made by the Management Stockholder is an Affiliateto Other Management Stockholders, the Management Stockholder also acknowledges provided that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from expressly understood that any such registration is available, (2transferee(s) when and if shares of the Stock may shall be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing bound by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain provisions of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.,

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Restricted Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock, Restricted Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19OCTOBER 4, 1997 2004 BETWEEN AMPHENOL CORPORATION JOSTENS HOLDING CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees In addition to agreeing to the restrictions on transfer of Stock set forth in Sections 3 and acknowledges that he will not4, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If if the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable satisfactory to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such each relevant jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust Management Stockholder’s Trust or custodianship the beneficiaries any of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement’s Family Members, provided that such transfer is made expressly subject to this Agreement and Agreement, that the transferee agrees in writing to be bound by the terms and conditions hereofhereof and the transfer agreement is in a form approved by the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 2007 BETWEEN AMPHENOL CORPORATION CAPMARK FINANCIAL GROUP INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock Stock, if any, and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and and, if applicable, appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule 144 and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time Securities or any of exercise, the Common Stock issuable upon exercise of the 2000 Options (the "Option Stock" and collectively with Retained Stock and Purchase StockSecurities, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities Securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 4, 5 8 or 6 9 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofAgreement. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE 2000 MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (( A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)"." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has Retained Securities have been registered on Form S-8 or otherwise under the ActAct and that the Company will use its reasonable best efforts to cause a Registration Statement on Form S-8 covering shares of Common Stock to be issued pursuant to the exercise of options under the 2000 Option Plan to be filed by December 6, 2001, (ii) a restrictive legend in the form heretofore set forth shall be placed on the any certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Companycompany's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the any investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and or (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule rule 144, shall deliver to the Company an executed copy of any notice on Form form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued StockRetained Securities, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued StockRetained Securities, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stockretained securities, if any, and to verify the information contained in the Prospectus prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued StockRetained Securities, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued StockRetained Securities, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued StockRetained Securities, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued StockRetained Securities, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the 2000 Options (the "“Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock"”) unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "“Affiliate"”), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 4, 5 8 or 6 9 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "“Management Stockholder's ’s Estate"”) or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "“Management Stockholder's ’s Trust"”) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) Agreement. The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE 2000 MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("“THE COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (cb) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, Company has been registered caused a Registration Statement on Form S-8 covering shares of Common Stock to be issued pursuant to the exercise of options under the Act2000 Option Plan to be filed effective April 19, 2002, (ii) a restrictive legend in the form heretofore set forth shall be placed on the any certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company and the representatives of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the any investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and or (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (dc) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "“SEC"”). (ed) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock andor, at the time of exercise, the Common Stock issuable upon exercise of Options and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, whether pursuant to the exercise of Options or otherwise (the "Option all such shares collectively referred to as “Stock" ”), except as provided in this Section 2(a) below and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act Act; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale, as defined in the Sale Participation Agreement and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion or advice of counsel or other advisor is required in connection therewith: (x1) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Date date hereof in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(b) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19BETWEEN FIRST DATA HOLDINGS, 1997 BETWEEN AMPHENOL CORPORATION INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND NEW OMAHA HOLDINGS, L.P., IN EACH CASE DATED AS OF OCTOBER __, 2010 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-a-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement, unless otherwise agreed to in writing by the Company, provided, however, in no event shall the period during which the Management Stockholders shall be restricted from selling under this paragraph (e) be longer than the period imposed upon the Sponsors. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stockany Purchased Stock and Options, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued Stocksuch Stock and Options, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act, and (vi) the Management Stockholder is an “accredited investor” within the meaning of Rule 501(a) under the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, except to the extent necessary in connection with any loan to the Management Stockholder to purchases of the Purchased Stock, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (except, if applicable, in favor of CIBC, INC. pursuant to that certain Pledge Agreement entered into by the Management Stockholder and the CIBC, INC. dated as of [DATE], 2003 in respect of the Promissory Note executed by the Management Stockholder in favor of CIBC, INC. dated [DATE], 2003) (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Restricted Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock, Restricted Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 3, 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19[DATE], 1997 2003 BETWEEN AMPHENOL CORPORATION ITC HOLDINGS CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, the Stock he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions available information relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. In addition, if the Management Stockholder is an Ontario, Canada resident, the Management Stockholder represents and warrants that he (A) is entitled under Ontario securities laws to purchase the shares of Stock without the benefit of a prospectus qualified under the securities laws; (B) is basing his investment decision solely on the Private Placement Memorandum and not on any other information concerning the Company and its subsidiaries; (C) has reviewed Section 6 of this Agreement containing resale restrictions and acknowledges and agrees that the shares of Stock purchased under this Agreement are subject to resale restrictions under applicable securities legislation as well as under Section 6 of this Agreement containing resale restrictions; (D) is an officer or employee of the Company or a subsidiary of the Company; and (E) is purchasing shares of Stock as principal for its own account. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, except to the extent necessary in connection with any loan to the Management Stockholder to purchases of the Purchased Stock, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (except, if applicable, in favor of CIBC, INC. pursuant to that certain Pledge Agreement entered into by the Management Stockholder and the CIBC, INC. dated as of [DATE], 2003 in respect of the Promissory Note executed by the Management Stockholder in favor of CIBC, INC. dated [DATE], 2003) (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 3, 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19[DATE], 1997 2003 BETWEEN AMPHENOL CORPORATION ITC HOLDINGS CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, the Stock he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions available information relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. In addition, if the Management Stockholder is an Ontario, Canada resident, the Management Stockholder represents and warrants that he (A) is entitled under Ontario securities laws to purchase the shares of Stock without the benefit of a prospectus qualified under the securities laws; (B) is basing his investment decision solely on the Private Placement Memorandum and not on any other information concerning the Company and its subsidiaries; (C) has reviewed Section 6 of this Agreement containing resale restrictions and acknowledges and agrees that the shares of Stock purchased under this Agreement are subject to resale restrictions under applicable securities legislation as well as under Section 6 of this Agreement containing resale restrictions; (D) is an officer or employee of the Company or a subsidiary of the Company; and (E) is purchasing shares of Stock as principal for its own account. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), except as otherwise provided for in the "Stock") unless such transfer complies with Section 3 of this Management Stockholder’s Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent agent, if any, with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (dc) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on the Management Stockholder vis-á-vis any other shareholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (ed) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the IPO and 90 days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (fe) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company Options and the business and prospects of Stock underlying the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus Options and the information received as indicated in this Section 2(f)(ii), and he Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement. (g) For avoidance of doubt, the Stock shall constitute “Stock” for purposes of the Management Stockholders Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as otherwise provided for in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or (ii) laws; or (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Date date hereof in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to Section 3(d) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders, provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in any Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL AMONG DOLLAR GENERAL CORPORATION ("THE “COMPANY") ”), BUCK HOLDINGS, L.P., AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND BUCK HOLDINGS, L.P., IN EACH CASE DATED AS OF [EFFECTIVE DATE] (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent agent, if any, with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on the Management Stockholder vis-á-vis any other shareholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the IPO and 90 days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company Options and the business and prospects of Stock underlying the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus Options and the information received as indicated in this Section 2(f)(ii), and he Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will notnot prior to a Change in Control, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Rollover Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock, Rollover Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (xI) a transfer made pursuant to Section Sections 3, 4, 5 5, 6, 7 or 6 10 hereof, (yII) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (zIII) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The hereof as a “Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent Stockholder” with respect to the Stock. If representations and warranties and other obligations of this Agreement, and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 8(b), such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below, (IV) a transfer of Stock made by the Management Stockholder is an Affiliateto Other Management Stockholders, the Management Stockholder also acknowledges provided that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from expressly understood that any such registration is available, (2transferee(s) when and if shares of the Stock may shall be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing bound by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain provisions of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.,

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "transfer") any shares of the Purchase Purchased Stock, Retained Stock andor, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively ; together with Retained Stock and Purchase all Purchased Stock, and any other Common Stock otherwise acquired and/or held by the "Management Stockholder Entities as of or after the date hereof, whether pursuant to the exercise of Options or otherwise, the Stock"), except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act Act; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale, as defined in the Sale Participation Agreement and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction; provided that such opinion of counsel or other advice shall not be required if such transfer is pursuant to a Proposed Sale. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion or advice of counsel or other advisor is required in connection therewith: (x1) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(b) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), and (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION FIRST DATA HOLDINGS INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND NEW OMAHA HOLDINGS, L.P., IN EACH CASE DATED AS OF (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement, unless otherwise agreed to in writing by the Company, provided, however, in no event shall the period during which the Management Stockholders shall be restricted from selling under this paragraph (e) be longer than the period imposed upon the Sponsors. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stockthe Purchased Stock and Options, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued Stocksuch Stock and Options, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time Securities or any of exercise, the Common Stock issuable upon exercise of the 2000 Options (the "Option Stock" and collectively with Retained Stock and Purchase StockSecurities, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section Sections 4, 5 8 or 6 9 hereof, (y) a transfer upon the death of the Management Stockholder Stockholoder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofAgreement. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE 2000 MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has Retained Securities have been registered on Form S-8 or otherwise under the ActAct and that the Company will use its reasonable best efforts to cause a Registration Statement on Form S-8 covering shares of Common Stock to be issued pursuant to the exercise of options under the 2000 Option Plan to be filed by December 6, 2001, (ii) a restrictive legend in the form heretofore set forth shall be placed on the any certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the any investment in the Option Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Option Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and or (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued StockRetained Securities, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued StockRetained Securities, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued StockRetained Securities, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued StockRetained Securities, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued StockRetained Securities, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued StockRetained Securities, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued StockRetained Securities, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the or Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock, Net Settled Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), the "Stock") unless such transfer complies with Section 3 of this Agreementexcept as otherwise provided for herein. If the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The From and after the Effective Date until such time as the applicable transfer restrictions no longer apply to such Stock and the Company has reissued a certificate representing such Stock, the certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 2005 BETWEEN AMPHENOL CORPORATION AFFINIA GROUP HOLDINGS INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS NOT IN VIOLATION OF THE ACT OR APPLICABLE STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) his participation in the purchase of the Purchased Stock is voluntary and (vi) he is a resident of the State of [ ].

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, gift, offer, transfer, sell, assign, pledge, hypothecate hypothecate, encumber or otherwise dispose of, whether for or without consideration, and whether voluntary, involuntary or by operation of law (any such act of the foregoing acts being referred to herein as a "transfer"“Transfer”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable acquired and/or held by the Management Stockholder as of or after the date hereof or acquired upon exercise of the Options or the vesting of the RSUs and/or PSUs granted to the Management Stockholder pursuant to the Equity Award Agreement(s) dated as of the date hereof (the "Option Stock" and collectively with Retained Stock and Purchase Stockcollectively, the "“Stock"”), except as provided in this Section 2(a) unless such transfer complies with and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer Transfer any shares of the Stock unless unless: (i) the transfer Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Securities Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer Transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers Transfers of Stock are deemed to be in compliance with the Securities Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (xI) a transfer Permitted Transfer or Transfer made pursuant to Section Sections 4, 5 or 6 9 hereof, (yII) a transfer Transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (zIII) a transfer Transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b) hereof, such Transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(d) below, and (IV) a Transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19BETWEEN LAUREATE EDUCATION, 1997 BETWEEN AMPHENOL CORPORATION INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND WENGEN ALBERTA, LIMITED PARTNERSHIP, (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 Stock are characterized as “restricted securities” under the ActSecurities Act inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Securities Act (including applicable regulations) the Stock may be resold without registration under the Securities Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Securities Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, after the effective date of such registration statementstatement (except if the underwriters shall require a longer period, but in any event no more than 270 days), unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his investment in the Issued StockManagement Stockholder’s election to receive, if any, the Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of of, or election to receive, the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of of, or election to receive, the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) if the box next to the Management Stockholder’s signature is checked, the Management Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Purchased Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Sections 3 (including transfers in a Proposed Sale (as defined in the Sale Participation Agreement (as defined in Section 6(b)) pursuant to the Sale Participation Agreement), 4, 5 or 6 8 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person Person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any Person or entity other than the Management Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(d) below, (4) a transfer of Stock made by the Management Stockholder to Other Management Stockholders; provided that it is expressly understood that any such transferee(s) shall be bound by the provisions of this Agreement (in addition to the provisions set forth in an Other Management Stockholders Agreement to which such Other Management Stockholders are a party), or (5) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19AMONG BLUE ACQUISITION GROUP, 1997 BETWEEN AMPHENOL CORPORATION INC. ("THE “COMPANY") ”), BLUE HOLDINGS I, L.P. AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND BLUE HOLDINGS I, L.P., IN EACH CASE DATED AS OF JUNE 17, 2011 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he or she has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 shares of Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such customary documentation as the Company may reasonably request in connection with such sale and take any customary actions reasonably requested by the Company prior to any such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Subject at all times to the limitations of Sections 3 and 8 hereof, the Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement statement, including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning the Stock, from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within until (i) 180 days after(or such shorter period as may be (A) consented to by the managing underwriter or underwriters or (B) applicable to the Investors, subject to the effective determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (B) would not adversely affect the success of such offering) in the case of the Initial Public Offering and (ii) ninety (90) days (or in an underwritten offering such shorter period as may be (x) consented to by the managing underwriter or underwriters or (y) applicable to the Investors, subject to the determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (y) would not adversely affect the success of such offering) in the case of any other Public Offering after the date of the prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such registration statementPublic Offering shall be made, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of investment in the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act, and (vi) if the box next to the Management Stockholder’s signature is checked, the Management Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Act.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees In addition to agreeing to and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares acknowledging the restrictions on transfer of the Purchase StockStock (as defined in Section 3) set forth in Sections 3 and 4, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If if the Management Stockholder is an "affiliate" (as defined under a Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer permitted by or made pursuant to Section 3, 4, 5 5, 6 or 6 9 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") ’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement Agreement, and (z) a transfer made after the Base Effective Date in compliance with the federal applicable Canadian and United States securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The From and after the Effective Date until such time as the transfer restrictions set forth in Sections 3 and 4 no longer apply to such Stock and the Company has reissued a certificate representing such Stock, the certificate (or certificates) representing the Stock shall bear the following legendlegends: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19JUNE 30, 1997 2005 BETWEEN AMPHENOL MASONITE HOLDING CORPORATION ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. The Management Stockholder acknowledges that the Stock may be subject to restricted periods or seasoning periods under applicable securities legislation, regulations and rules of each of the provinces and territories in Canada and the blanket rulings, orders, policy statements and written interpretations issued by the regulatory authorities administering such legislation (collectively, “Canadian Securities Laws”) and that he must not transfer, sell or otherwise trade the Stock unless permitted under Canadian Securities Laws. If the Management Stockholder is an a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act an applicable resale exemption or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at at, or prior to to, the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to a (final) prospectus under Canadian Securities Laws or pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee planon Form X-0, X-0 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered (except pursuant to such prospectus or registration statement) for the “Lock-Up Period,” unless otherwise agreed to in writing by such registration statement from the time Company. The “Lock-Up Period” is the period (i) beginning on the date of the receipt of a notice from the Company that the Company has filed filed, or imminently intends to file file, such prospectus or registration statement to, or within and (ii) ending 180 days after(or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and 90 days (or such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the issuance of a receipt by the Canadian securities regulatory authorities for such prospectus or the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued the Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) his participation in the purchase of the Purchased Stock is voluntary.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate hypothecate, or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained all Purchased Stock and Purchase any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), the "Stock"except as otherwise provided for in this Section 2(a) unless such transfer complies with and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (iii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act Act, applicable provisions of state securities laws and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to or permitted by Sections 3 (including transfers in a Proposed Sale (as defined in Section 1(a) of the Sale Participation Agreement) pursuant to the Sale Participation Agreement), 4, 5 or 6 8 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members, or beneficiaries of a person the Management Stockholder or other Person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Effective Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofhereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any Person other than the Management Stockholder, his or her spouse (or ex-spouse), or his or her lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 6(b), such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(d) below, or (4) a transfer made by the Management Stockholder, with the Board’s approval, which approval shall be in the sole discretion of the Board. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION HYPOTHECATION, OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION RENAISSANCE PARENT CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH MANAGEMENT STOCKHOLDER AND KKR RENAISSANCE AGGREGATOR L.P., IN EACH CASE DATED AS OF JULY 30, 2013 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)."” (ca) The Management Stockholder acknowledges that he or she has been advised that (i) no shares of Stock have been subscribed for and/or acquired by him or her in the Issued Stock, if any, has been registered on Form S-8 under the Actcontext of a Public Offering, (ii) the shares of the Stock are characterized as “restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (iii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock Stock, and (iiiiv) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (db) If Subject at all times to the limitations and restrictions on transfer set forth in this Agreement, if any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such customary documentation as the Company may reasonably request in connection with such sale and take any customary actions reasonably requested by the Company prior to such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Subject at all times to the limitations and restrictions on transfer set forth in this Agreement, the Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan)in a firm commitment underwritten Public Offering, the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement statement, including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning the Stock, from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within until (i) 180 days after(or such shorter period as may be (A) consented to by the managing underwriter or underwriters or (B) applicable to Parent, subject to the effective determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (B) would not adversely affect the success of such offering) in the case of the Initial Public Offering and (ii) 90 days (or such shorter period as may be (x) consented to by the managing underwriter or underwriters, if any or (y) applicable to the Management Stockholder, subject to the determination of the managing underwriter or underwriters that providing such shorter period to the Management Stockholder pursuant this clause (y) would not adversely affect the success of such offering) in the case of any other Public Offering after the date of the prospectus (or prospectus supplement if the offering is made pursuant to a “shelf’ registration) pursuant to which such registration statementPublic Offering shall be made, unless otherwise agreed to in writing by the Company, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The foregoing provisions of this Section 2(e) shall not apply to any transfer permitted by clause 2 or 3 of Section 2(a), provided that the transferee agrees to be bound in writing by the restrictions set forth herein. (f1) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock and Option Stock, if any, he the Management Stockholder has received reviewed or will review (in the case of Options and reviewed Option Stock) the document(s) comprising the Prospectus (the "Prospectus") documents and information provided to him relating to Issued such Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company Company, and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he the Management Stockholder has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of investment in the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, and (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act or other applicable securities laws, and the Management Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the Purchased Stock in violation of the Act or other applicable securities laws.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the 2009 Options (the "“Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock"”) unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Securities Act of 1933, as amended, (the “Act”) and as interpreted by the Board of Directors of the Company) of the Company (an "“Affiliate"”), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "“Management Stockholder's ’s Estate"”) or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (zy) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "“Management Stockholder's ’s Trust"”) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereofAgreement. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "“SEC"”). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase (x) Purchased Stock, Retained Stock and(y) Rollover Stock, and (z) at the time of exercise, the Common Stock issuable upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained Stock and Purchase all Purchased Stock, Rollover Stock, and any other Common Stock otherwise acquired and/or held by the "Management Stockholder Entities as of or after the date hereof, “Stock"”), except as provided in this Section 2(a) unless such transfer complies with below and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to Section Sections 3, 4, 5 5, 6 or 6 9 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and if requested such transferee shall agree in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Management Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 7(b) hereof, such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(c) below and (4) a transfer made by the Management Stockholder, with the Board’s approval, to the Company or any Subsidiary of the Company. (b) The certificate (or certificates) representing the Stock Stock, if any, shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ENERGY FUTURE HOLDINGS CORP. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH MANAGEMENT STOCKHOLDER AND TEXAS ENERGY FUTURE HOLDINGS LIMITED PARTNERSHIP, IN EACH CASE DATED AS OF DECEMBER __, 2007 (A COPY COPIES OF WHICH IS ARE ON FILE WITH THE SECRETARY OF THE COMPANY)) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS."” (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 Stock are characterized as “restricted securities” under the ActAct inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that under the Act (including applicable regulations) the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and take any actions reasonably requested by the Coordination Committee prior to any such sale (provided that such instructions shall not have a disproportionate adverse impact on any Management Stockholder vis-à-vis any other stockholders of the Company or limited partners of Parent) and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued the Purchased Stock, if anyRollover Stock and Option Stock, he the Management Stockholder has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") available information relating to Issued such Stock, if any, including having received and reviewed the documents referred to thereinrelated thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Company and the business and prospects of the Company which he the Management Stockholder deems necessary to evaluate the merits and risks related to his the Management Stockholder’s investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(e), and he the Management Stockholder has relied solely on such information. (gf) The Management Stockholder further represents and warrants that (i) his the Management Stockholder’s financial condition is such that he the Management Stockholder can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his the Management Stockholder’s current needs and personal contingencies, (ii) he the Management Stockholder can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he the Management Stockholder understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his the Management Stockholder’s knowledge and experience in financial and business matters are such that he the Management Stockholder is capable of evaluating the merits and risks of his the Management Stockholder’s purchase of the Issued Stock, if any, Stock as contemplated by this Agreement, (v) with respect to the Purchased Stock, such Purchased Stock is being acquired by the Management Stockholder for his or her own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and the Management Stockholder has no present intention of selling or otherwise distributing the Purchased Stock in violation of the Act, and (vi) at the time of this offering, the Management Stockholder is an employee, director or officer of the Company or one of its Subsidiaries.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued StockStock (other than shares of Stock issued upon exercise of Options), if any, has not been registered on Form S-8 under the Act and may not be transferred unless registered pursuant to an effective Registration Statement under the Act or pursuant to a transaction that is exempt for the registration requirements of such Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, as contemplated by this Agreement.

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate hypothecate, or otherwise dispose of (any such act of the foregoing acts being referred to herein as a "“transfer"”) any shares of the Purchase Stock, Retained Purchased Stock and, at the time of exercise, the and Common Stock issuable issued upon exercise of the Options (the "“Option Stock" and collectively ”; together with Retained Stock and Purchase all other Investment Stock, and any other Common Stock otherwise acquired and/or held by the "Management Stockholder Entities as of or after the date hereof, “Stock"”), except as otherwise provided for in this Section 2(a) unless such transfer complies with and Section 3 of this Agreementhereof. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors Affiliate of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinionopinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with the Act Act, applicable provisions of state securities laws and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x1) a transfer made pursuant to or permitted by Sections 3 (including transfers in a Proposed Sale (as defined in Section 1(a) of the Sale Participation Agreement) pursuant to the Sale Participation Agreement), 4, 5 or 6 8 hereof, (y2) a transfer (x) upon the death or Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate"’s Estate or (y) or a transfer to the executors, administrators, testamentary trustees, legatees legatees, immediate family members, or beneficiaries of a person the Management Stockholder or other Person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and Agreement, (z3) a transfer made after the Base Closing Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's ’s Trust") or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, ; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY 19, 1997 BETWEEN AMPHENOL CORPORATION ("THE COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The hereof as a “Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent Stockholder” with respect to the Stock. If representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Management Stockholder’s Trust at any point includes any Person other than the Management Stockholder is an AffiliateStockholder, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in spouse (or ex-spouse), or his or her lineal descendants (including adopted children) such that it fails to meet the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those definition thereof as set forth in Section 6(b), such transfer shall no longer be deemed in compliance with this Agreement and shall be subject to 3(d) below, or (4) a transfer made by the Prospectus referred to aboveManagement Stockholder, and (iv) his knowledge and experience with the Board’s approval, which approval shall be in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase sole discretion of the Issued Stock, if any, as contemplated by this Agreement.Board. 3

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "“transfer"”) any shares of the Purchase Existing Purchased Stock, Retained the Purchased Stock and the Existing Restricted Stock, and, at the time of exercise, any shares of the Common Stock issuable issued upon exercise of the Options Existing Option (the "“Existing Option Stock" and collectively ” and, together with Retained the Existing Purchased Stock and Purchase the Existing Restricted Stock, the "“Existing Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"”), the New Time Option (the “New Time Option Stock”) or the New Time/Performance Option (the “New Time/Performance Option Stock”), except as otherwise provided for herein. The Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless unless: (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "“Act"”), and in compliance with applicable provisions of state securities laws or laws; or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to clauses (c) and (d) of Section 3 or Sections 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock ’s Estate in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement ; and (z) a transfer of the Existing Stock made after the Base Date Initial Investment Date, a transfer of the New Time Option Stock after January 1, 2003 and a transfer of the New Stock made after the Investment Date, in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder’s Trust; provided that, his spouse or his lineal descendants in the case of (a "Management Stockholder's Trust"y) or a transfer made after the third anniversary of the Base Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreementand (z), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S ’S AGREEMENT DATED AS OF MAY 19SEPTEMBER 24, 1997 2004 BETWEEN AMPHENOL CORPORATION ROCKWOOD HOLDINGS, INC. ("THE “COMPANY"”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Issued Stock, if any, has been registered on Form S-8 under the Act, (ii) a restrictive legend in the form heretofore set forth in Section 2(b) hereof shall be placed on the certificates representing the Stock and (iiiii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's ’s transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the The Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it until the Stock is subsequently registered under the Act or unless an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule (if the Management Stockholder is a Rule 405 Affiliate) and (3) if the Rule 144 exemption is not available, public sale resale without registration will require compliance with some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the "SEC"). (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 calendar days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) with respect to Issued Stock, if any, he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to Issued Stock, if any, and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions available information relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documentsinformation, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Issued Stock, if any, Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii2(f), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Issued Stock, if any, Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Issued Stock, if any, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Issued Stock, if any, including those set forth in the Prospectus referred to above, Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Issued Stock, if any, Stock as contemplated by this Agreement.