Common use of RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES Clause in Contracts

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder covenants, warrants and represents that, (i) 50% of the shares of Quanta Common Stock issued at the Closing will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 25% of the shares of Quanta Common Stock issued at the Closing will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the two-year period commencing on the Closing Date (the "Secondary Lockup Period" and together with the Initial Lockup Period, the "Lockup Periods"), and, after the applicable Lockup Period, the shares of Quanta Common Stock issued at the Closing may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, during the applicable Lockup Period, Stockholder shall not engage in put, call, short-sale, hedge, straddle or similar transactions intended to reduce the Stockholder's risk of owning the shares subject to lockup restrictions under this Section 12.3. Certificates representing a portion of the shares of Quanta Common Stock issued at the Closing, shall bear the following legend, which shall reflect the applicable Lockup Period, in addition to the legend under Section 12.1: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13, 200_ AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICES, INC.

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder covenantsThe Stockholders covenant, warrants warrant and represents that, represent that (i) 50% none of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 2550% of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the two-two- year period commencing on the Closing Date (the "Secondary Lockup Period" and together with the Initial Lockup Period, the "Lockup Periods"), ) and, after the applicable Lockup Period, the shares of Quanta Common Stock issued at the Closing Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, during the applicable Lockup Period, Stockholder the Stockholders shall not engage in put, call, short-short- sale, hedge, straddle straddle, collar or similar transactions intended to reduce the Stockholder's Stockholders' risk of owning the shares Restricted Shares subject to lockup restrictions under this Section 12.3the applicable Lockup Period. Certificates representing a portion 50% of the shares of Quanta Common Stock issued at the Closing, Restricted Shares shall bear the following legend, which shall reflect the applicable Initial Lockup Period, in addition to the legend under Section 12.112.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13SEPTEMBER 14, 200_ 2000 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICESU.S. CONCRETE, INC. Certificates representing the remaining 50% of the Restricted Shares shall bear the following legend, which shall reflect the Secondary Lockup Period, in addition to the legend under Section 12.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON SEPTEMBER 14, 2001 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF U.S. CONCRETE, INC.

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder covenantsThe Stockholders covenant, warrants warrant and represents that, represent that (i) 50% none of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 25% of the shares of Quanta Common Stock issued at the Closing will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the two-year period commencing on the Closing Date (the "Secondary Lockup Period" and together with "); (ii) after the Initial Lockup Period, the "Lockup Periods"), and, after the applicable Lockup Period, the shares of Quanta Common Stock issued at the Closing Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, (iii) during the applicable Lockup Periodone-year period commencing on the Closing Date, Stockholder the Stockholders shall not engage in put, call, short-sale, hedge, straddle straddle, collar or similar transactions with respect to any of the Restricted Shares intended to reduce the Stockholder's Stockholders' risk of owning such Restricted Shares; and (iv) following the shares subject one-year period described in clause (iii) and for the remainder of the Lockup Period, the Stockholders shall not engage in put, call, short-sale, hedge, straddle, collar or similar transactions with respect to lockup restrictions under this Section 12.350% or more of the Restricted Shares intended to reduce the Stockholders' risk of owning such Restricted Shares. Certificates representing a portion of the shares of Quanta Common Stock issued at the Closing, Restricted Shares shall bear the following legend, which shall reflect the applicable Lockup Period, in addition to the legend under Section 12.111.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13The shares represented by this certificate are subject to a contractual restriction on transfer that expires on March 2, 200_ AND MAY NOT BE OFFERED2002 and may not be offered, SOLDsold, ASSIGNEDassigned, PLEDGEDpledged, HYPOTHECATEDhypothecated, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICEStransferred or otherwise disposed of during the period of such contractual restriction without the prior written consent of U.S. Concrete, INC.Inc.

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder covenantsThe Stockholders covenant, warrants warrant and represents that, represent that (i) 50% none of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 2550% of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the two-two- year period commencing on the Closing Date (the "Secondary Lockup Period" and together with the Initial Lockup Period, the "Lockup Periods"), ) and, after the applicable Lockup Period, the shares of Quanta Common Stock issued at the Closing Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, during the applicable Lockup Period, Stockholder the Stockholders shall not engage in put, call, short-short- sale, hedge, straddle or similar transactions intended to reduce the Stockholder's Stockholders' risk of owning the shares Restricted Shares subject to lockup restrictions under this Section 12.3the applicable Lockup Period. Certificates representing a portion 50% of the shares of Quanta Common Stock issued at the Closing, Restricted Shares shall bear the following legend, which shall reflect the applicable Initial Lockup Period, in addition to the legend under Section 12.110.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13NOVEMBER 5, 200_ 2000 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICESU.S. CONCRETE, INC. Certificates representing the remaining 50% of the Restricted Shares shall bear the following legend, which shall reflect the Secondary Lockup Period, in addition to the legend under Section 10.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON NOVEMBER 5, 2001 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF U.S. CONCRETE, INC.

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder Each Partner covenants, agrees, warrants and represents that, that (a) (i) with respect to 50% of the shares of Quanta Common Stock issued at Consideration, from and after the Closing Date to the period ending one (1) year following the Closing Date; (ii) with respect to 50% of the Stock Consideration, from and after the Closing Date to the period ending two (2) years following the Closing Date; (iii) with respect to 50% of the Contingent Stock Consideration, from and after the Earnout Payment Date to the period ending one (1) year following the Earnout Payment Date; (iv) with respect to 50% of the Stock Consideration, from and after the Earnout Payment Date to the period ending two (2) years following the Earnout Payment Date, such 85 Partner will not not, directly or indirectly transfer, sell, pledge, gift or otherwise dispose of or otherwise encumber any of such Restricted Shares; and (b) (i) with respect to the Stock Consideration, from and after the Closing Date to the period ending two (2) years following the Closing Date; and (ii) with respect to the Contingent Stock Consideration, from and after the Earnout Payment Date to the period ending two (2) years following the Earnout Payment Date (each such period referred to in clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (b)(i) and (b)(ii), a “Lock-up Period”) such Partner will not, directly or indirectly, engage in any put, call, short-sale, hedge, straddle, forward sale or similar transaction with respect to any Restricted Shares or any other securities of Quanta. Without limiting the generality of the foregoing, after the applicable Lock-up Period, such Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 25% only after full compliance with all of the shares applicable provisions of Quanta Common Stock issued at the Closing will Securities Laws. Certificates representing the Restricted Shares shall bear the following legend, which shall reflect the Lock-up Periods, in addition to the legend under Section 9.1: These securities are subject to a contractual restriction on transfer and may not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, of during the two-year period commencing on of such contractual restriction without the Closing Date (the "Secondary Lockup Period" and together with the Initial Lockup Period, the "Lockup Periods"), and, after the applicable Lockup Period, the shares prior written consent of Quanta Common Stock issued at the Closing may be offeredServices, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, during the applicable Lockup Period, Stockholder shall not engage in put, call, short-sale, hedge, straddle or similar transactions intended to reduce the Stockholder's risk of owning the shares subject to lockup restrictions under this Inc. Section 12.3. Certificates representing a portion of the shares of Quanta Common Stock issued at the Closing, shall bear the following legend, which shall reflect the applicable Lockup Period, in addition to the legend under Section 12.1: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13, 200_ AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICES, INC.9.4

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder covenantsThe Stockholders covenant, warrants warrant and represents that, represent that (i) 50% none of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 25% of the shares of Quanta Common Stock issued at the Closing will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the two-year period commencing on the Closing Date (the "Secondary Lockup Period" and together with "); (ii) after the Initial Lockup Period, the "Lockup Periods"), and, after the applicable Lockup Period, the shares of Quanta Common Stock issued at the Closing Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, (iii) during the applicable Lockup Periodone-year period commencing on the Closing Date, Stockholder the Stockholders shall not engage in put, call, short-sale, hedge, straddle straddle, collar or similar transactions with respect to any of the Restricted Shares intended to reduce the Stockholder's Stockholders' risk of owning such Restricted Shares; and (iv) following the shares subject one- year period described in clause (iii) and for the remainder of the Lockup Period, the Stockholders shall not engage in put, call, short-sale, hedge, straddle, collar or similar transactions with respect to lockup restrictions under this Section 12.350% or more of the Restricted Shares intended to reduce the Stockholders' risk of owning such Restricted Shares. Certificates representing a portion of the shares of Quanta Common Stock issued at the Closing, Restricted Shares shall bear the following legend, which shall reflect the applicable Lockup Period, in addition to the legend under Section 12.112.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13FEBRUARY 7, 200_ 2002 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICESU.S. CONCRETE, INC.

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder Each Partner covenants, agrees, warrants and represents that, that (a) (i) with respect to 50% of the shares of Quanta Common Stock issued at Consideration, from and after the Closing Date to the period ending one (1) year following the Closing Date; (ii) with respect to 50% of the Stock Consideration, from and after the Closing Date to the period ending two (2) years following the Closing Date; (iii) with respect to 50% of the Contingent Stock Consideration, from and after the Earnout Payment Date to the period ending one (1) year following the Earnout Payment Date; (iv) with respect to 50% of the Stock Consideration, from and after the Earnout Payment Date to the period ending two (2) years following the Earnout Payment Date, such Partner will not not, directly or indirectly transfer, sell, pledge, gift or otherwise dispose of or otherwise encumber any of such Restricted Shares; and (b) (i) with respect to the Stock Consideration, from and after the Closing Date to the period ending two (2) years following the Closing Date; and (ii) with respect to the Contingent Stock Consideration, from and after the Earnout Payment Date to the period ending two (2) years following the Earnout Payment Date (each such period referred to in clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (b)(i) and (b)(ii), a “Lock-up Period”) such Partner will not, directly or indirectly, engage in any put, call, short-sale, hedge, straddle, forward sale or similar transaction with respect to any Restricted Shares or any other securities of Quanta. Without limiting the generality of the foregoing, after the applicable Lock-up Period, such Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 25% only after full compliance with all of the shares applicable provisions of Quanta Common Stock issued at the Closing will Securities Laws. Certificates representing the Restricted Shares shall bear the following legend, which shall reflect the Lock-up Periods, in addition to the legend under Section 9.1: These securities are subject to a contractual restriction on transfer and may not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, of during the two-year period commencing on of such contractual restriction without the Closing Date (the "Secondary Lockup Period" and together with the Initial Lockup Period, the "Lockup Periods"), and, after the applicable Lockup Period, the shares prior written consent of Quanta Common Stock issued at the Closing may be offeredServices, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, during the applicable Lockup Period, Stockholder shall not engage in put, call, short-sale, hedge, straddle or similar transactions intended to reduce the Stockholder's risk of owning the shares subject to lockup restrictions under this Section 12.3. Certificates representing a portion of the shares of Quanta Common Stock issued at the Closing, shall bear the following legend, which shall reflect the applicable Lockup Period, in addition to the legend under Section 12.1: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13, 200_ AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICES, INC.Inc.

RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES. Stockholder covenantsThe Stockholders covenant, warrants warrant and represents that, represent that (i) 50% none of the shares of Quanta Common Stock issued at the Closing Restricted Shares will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the one-year period commencing on the Closing Date (the "Initial Lockup Period") and (ii) 25% of the shares of Quanta Common Stock issued at the Closing will not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of, directly or indirectly, during the two-year period commencing on the Closing Date (the "Secondary Lockup Period" and together with "); (ii) after the Initial Lockup Period, the "Lockup Periods"), and, after the applicable Lockup Period, the shares of Quanta Common Stock issued at the Closing Restricted Shares may be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of directly or indirectly, only after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC; and, (iii) during the applicable Lockup Periodone-year period commencing on the Closing Date, Stockholder the Stockholders shall not engage in put, call, short-sale, hedge, straddle straddle, collar or similar transactions with respect to any of the Restricted Shares intended to reduce the Stockholder's Stockholders' risk of owning such Restricted Shares; and (iv) following the shares subject one-year period described in clause (iii) and for the remainder of the Lockup Period, the Stockholders shall not engage in put, call, short-sale, hedge, straddle, collar or similar transactions with respect to lockup restrictions under this Section 12.350% or more of the Restricted Shares intended to reduce the Stockholders' risk of owning such Restricted Shares. Certificates representing a portion of the shares of Quanta Common Stock issued at the Closing, Restricted Shares shall bear the following legend, which shall reflect the applicable Lockup Period, in addition to the legend under Section 12.112.01: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13FEBRUARY 7, 200_ 2002, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF DURING THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN CONSENT OF QUANTA SERVICESU.S. CONCRETE, INC.