Common use of Prohibitions Against Transfer Clause in Contracts

Prohibitions Against Transfer. Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any shares of Parent Stock that Stockholder is to receive in the Merger (the “Parent Shares”) unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker’s letter and a representation letter executed by Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act; or (d) an authorized representative of the Securities and Exchange Commission (“SEC”) shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. Stockholder agrees that Stockholder The Shareholder shall not effect any sale, transfer or other disposition of any shares of Parent the MessageMedia Stock that Stockholder he or she is to receive in the Merger (the “Parent Shares”) unless: : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Securities Act; ; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker’s 's letter and a representation letter executed by Stockholder the Shareholder (reasonably satisfactory in form and content to ParentMessageMedia) stating that such requirements have been met; ; (c) counsel reasonably satisfactory to Parent MessageMedia shall have advised Parent MessageMedia in a written opinion letter (reasonably satisfactory in form and content to ParentMessageMedia), upon which Parent MessageMedia may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of under the Securities Act; or or (d) an authorized representative of the Securities and Exchange Commission (“SEC”) SEC shall have rendered written advice to Stockholder the Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentMessageMedia.

Prohibitions Against Transfer. Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any of the shares of Parent Common Stock that Stockholder is to receive in the Merger (the “"Specified Parent Shares”") unless: : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; ; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker’s 's letter and a representation letter executed by Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; met and copies of such letters shall have been delivered to Parent; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of under the Securities Act; or or (d) an authorized representative of the Securities and Exchange Commission (“SEC”) SEC shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any shares of Parent Stock that Stockholder is to receive in the Merger (the “Parent Shares”) Securities unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker’s 's letter and a representation letter executed by Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act; or (d) an authorized representative of the Securities and Exchange Commission (“"SEC”") shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.

Prohibitions Against Transfer. Stockholder agrees that The Stockholder shall not effect any sale, transfer or other disposition of any shares of the Parent Common Stock that the Stockholder is to receive in the Merger (the “Parent Shares”) unless: : (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; ; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker’s 's letter and a representation letter executed by the Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; ; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the registration requirements of the Securities Act; or or (d) an authorized representative of the Securities and Exchange Commission (“SEC”) SEC shall have rendered written advice to the Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.. The Stockholder has executed and delivered this Letter as of the date first written above. ------------------------------------- (Signature) Name: -------------------------------- State of Residence: -----------------

Prohibitions Against Transfer. Stockholder Each Signing Stockholder, to the extent permitted by law, severally covenants and agrees that such Signing Stockholder shall not effect any sale, transfer or other disposition or pledge or hypothecation of any shares of Parent the Purchaser Capital Stock that Stockholder he, she or it is to receive in the Merger (the “Parent Shares”) unless: unless such sale, transfer or other disposition or pledge or hypothecation is in compliance with applicable Dutch securities laws and: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement has been registered under the Securities Act; ; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 144 under the Securities Act, as evidenced by a broker’s 's letter and a representation letter executed by such Signing Stockholder (reasonably satisfactory in form and content to ParentPurchaser) stating that such requirements have been met; ; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be is otherwise exempt from registration under the registration requirements of the Securities Act; or ; (d) an authorized representative of the Securities and Exchange Commission (“SEC”) SEC shall have rendered written advice to such Signing Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to ParentPurchaser; or (e) such sale, transfer or other disposition is made pursuant to the terms of the Xxxxx ESOP.