Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to the Lock Up Expiration Date, the Restricted Parties may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. (b) Any Restricted Party may Transfer all or a portion of his or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted Party. If a Restricted Party intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party shall give at least 30 days prior written notice of such proposed Disposition to the Company, a copy of which shall be given to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party and the proposed transferee.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to the Lock Up Expiration DateFebruary 18, the Restricted Parties 2006, no Former MSI Stockholder may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. The sale or transfer of outstanding equity securities of, or the issuance of equity securities of, a Former MSI Stockholder shall not be deemed a `Transfer' for the purposes of this Agreement. (b) Any Restricted Party Former MSI Stockholder may Transfer all or a portion of his his, her or its Shares to (i) any Person to which such Restricted Party Former MSI Stockholder shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted PartyFormer MSI Stockholder, including, any funds affiliated with such Former MSI Stockholder, (iii) any member, partner or stockholder of such Former MSI Stockholder; provided, however, that no Transfer of shares of Series A Preferred Stock shall be permitted pursuant to this clause (b)(iii), (iv) any other Former MSI Stockholder, (v) in connection with any sale of all or substantially all of the Company's assets, any Transfer of at least a majority of the Company's outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity or any other transaction (or series of related transactions) following which the holders of the Company's outstanding capital stock prior to such transaction(s) do not own a majority of the outstanding capital stock of the Company (or any successor entity) immediately after such transaction (any such transaction, a "Sale Transaction"), or (vi) in connection with its exercise of any "piggy-back" or similar registration rights. If a Restricted Party any Former MSI Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party Former MSI Stockholder shall give at least 30 15 days prior written notice of such proposed Disposition to the Company, Company (except in respect of a copy of which shall be given Disposition pursuant to the Former MSI Stockholdersclauses (v) or (vi) above). Any such notice shall specify the number of Shares subject to such proposed dispositionDisposition, identify the proposed transferee and state the relationship between such Restricted Party Former MSI Stockholder and the proposed transferee.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to the Lock Up Expiration DateJune 30, the Restricted Parties 2006, no Former IMPART Shareholder may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "“Transfer," ” and the consummation of such being a "“Disposition"”) any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. (b) Any Restricted Party Former IMPART Shareholder may Transfer all or a portion of his his, her or its Shares to (i) any Person to which such Restricted Party Former IMPART Shareholder shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted PartyFormer IMPART Shareholder, including, any funds affiliated with such Former IMPART Shareholder; (iii) any member, partner or shareholder of such Former IMPART Shareholder; (iv) any other Former IMPART Shareholder; or (v) in connection with any sale of all or substantially all of the Company’s assets, any Transfer of at least a majority of the Company’s outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity (any such transaction, a “Sale Transaction”). If a Restricted Party any Former IMPART Shareholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party Former IMPART Shareholder shall give at least 30 fifteen (15) days prior written notice of such proposed Disposition to the Company, Company (except in respect of a copy of which shall be given Disposition pursuant to the Former MSI Stockholdersclause (v). Any such notice shall specify the number of Shares subject to such proposed dispositionDisposition, identify the proposed transferee and state the relationship between such Restricted Party Former IMPART Shareholder and the proposed transferee.

Restriction on Transfer of Shares. 1.1. Transfers to be Made Only as Permitted by this Agreement. No -------------------------------------------------------- Founder may transfer any Shares (a) Except as provided defined in Section 2.1(b), prior to the Lock Up Expiration Date, the Restricted Parties may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien 6.1) acquired on, place in before or after the date of this Agreement, except to his spouse, children, parents or grandchildren or a trust or in any other way encumber or otherwise dispose for the benefit of (any of the foregoing shall constitute (a "Transfer," and the consummation of such being a "DispositionPermitted Transferee") or as specifically required or permitted by this Agreement, and any Shares now owned or purported transfer in any interest therein other manner shall be void. In addition, no Permitted Transferee may transfer any Shares, except as expressly specifically required or permitted by this Agreement, and any purported transfer in any other manner shall be void. No transfer may be made to a Permitted Transferee unless the terms Permitted Transferee (or his or her custodian or guardian) executes and delivers a written agreement, in form and substance satisfactory to the Company, agreeing to be bound by the provisions of this Agreement, and thereupon such Permitted Transferee shall be deemed a "Shareholder" for all purposes of this Agreement. STAAR may transfer its Shares without any restriction whatsoever, other than compliance with Section 3.1 of this Agreement, compliance with applicable securities laws and the requirement that the transferee agree to be bound by the terms of this Agreement, subject to the same rights and obligations as STAAR. Any person to whom STAAR transfers its Shares under this Agreement shall be deemed a "Shareholder" for all purposes. The Company shall have no obligation not issue any shares of common stock (including upon exercise of options issued by the Company) unless the person to recognize or accede whom such shares are issued executes and delivers a written agreement, in form and substance satisfactory to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports STAAR, agreeing to be a holder of Shares acquired in violation of bound by the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwiseas a Shareholder. (b) Any Restricted Party may Transfer all or a portion of his or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted Party. If a Restricted Party intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party shall give at least 30 days prior written notice of such proposed Disposition to the Company, a copy of which shall be given to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party and the proposed transferee.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(bSuch Shareholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), prior to the Lock Up Expiration Date, the Restricted Parties may not sell, assign, transfer, mortgage, alienatetender, pledge, hypothecateencumber, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of any or all of the Subject Common Shares or any interest therein (any of the foregoing, a “Transfer”), except to any affiliate of such Shareholder or to another Shareholder, provided in the case of a Transfer to an affiliate that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law, with the Company’s prior written consent or to Purchaser immediately prior to the Effective Time in accordance with the Contribution Agreement, (ii) grant any proxies or powers of attorney (other than to an affiliate of such Shareholder that agrees in writing to be bound by the terms of this Agreement or to another Shareholder or other Shareholders) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of such Shareholder that agrees in writing to be bound by the terms of this Agreement or with another Shareholder or other Shareholders) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than such other Liens created by or arising under this Agreement or existing by operation of law), (iii) exercise the right to convert any shares of Class B Common Stock into shares of Class A Common Stock or (iv) commit or agree to take any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwiseactions. (b) Any Restricted Party may Transfer all or a portion of his or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted Party. If a Restricted Party intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party shall give at least 30 days prior written notice of such proposed Disposition Notwithstanding anything to the Companycontrary set forth herein, transfers of an aggregate of up to 450,000 shares of Class A Common Stock held of record by the Trust in satisfaction of pecuniary bequests existing on the date hereof shall not be a copy breach of which shall this Agreement or deemed to be given transfers prohibited hereby, provided that contemporaneously with any such transfer, an amount in cash equal to the Former MSI Stockholders. Any such notice shall specify product of the number of Shares subject shares of Class A Common Stock so transferred multiplied by the Merger Consideration is contributed to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party and the proposed transfereePurchaser.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to the Lock Up Expiration DateAugust ___, the Restricted Parties 2009, no Former Helio Stockholder may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "“Transfer," ” and the consummation of such being a "“Disposition"”) any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. (b) Any Restricted Party Former Helio Stockholder may Transfer all or a portion of his his, her or its Shares to (i) any Person to which such Restricted Party shall sellother Former Helio Stockholder, assign (ii) a trust, spouse, child, parent or transfer sibling for bona fide estate planning purposes, (iii) in connection with any sale of all or substantially all of its the Company’s assets; , any transfer of at least a majority of the Company’s outstanding voting securities (as of immediately prior to such transfer) or any merger or consolidation in which the Company is not the surviving entity (any such transaction, a “Sale Transaction”), or (iiiv) in connection with its exercise of any Affiliate of such Restricted Partydemand, “piggy-back” or similar registration rights. If a Restricted Party any Former Helio Stockholder intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party Former Helio Stockholder shall give at least 30 15 days prior written notice of such proposed Disposition to the Company, Company (except in respect of a copy of which shall be given Disposition pursuant to the Former MSI Stockholdersclauses (ii) or (iii) above). Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party Former Helio Stockholder and the proposed transferee.

Restriction on Transfer of Shares. (a) Except The Corporation and the Shareholders wish to avoid the transfer of Shares to outside third parties who do not have a knowledge of the Corporation's business and who may disrupt the management of the Corporation. Each Shareholder hereby agrees that such Shareholder shall not, as provided long as this Agreement is in Section 2.1(b)effect, prior to the Lock Up Expiration Date, the Restricted Parties may not directly or indirectly sell, assign, transfer, mortgage, alienatehypothecate, transfer, pledge, hypothecatelien, create or permit to exist a security interest in or lien onencumber, place in trust give or in any other way encumber or otherwise dispose of (collectively, a "Transfer") any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned (or any interest therein therein) except as may be expressly permitted by the terms and provisions of this Agreement. The Company Corporation shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares not transfer on its books unless such Disposition is effected any certificates for the Shares nor issue any certificate in accordance lieu of the Shares unless, in the opinion of counsel to the Corporation, there has been compliance with all of the material conditions hereof affecting the Shares. Any purported disposition of any Shares made other than in full compliance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Sharesnull and void and of no force or effect, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwiseand shall not be recognized by the Corporation. (b) Any Restricted Party may Transfer all or a portion Notwithstanding the general prohibition on Transfers contained in Section 3(a) hereof, the Corporation and the Shareholders agree that any of his or its Shares to the following Transfers shall be permitted under this Agreement: (i) a Transfer to a trust or custodial account for the benefit of Shareholder or the spouse or children of any Person Shareholder (the "Trust"), provided that such Shareholder is trustee of the Trust and retains sole voting power with respect to which the Shares held in trust and such Restricted Party shall sell, assign or transfer all or substantially all Trust documents provide for compliance with the provisions of its assets; or this Agreement; (ii) any Affiliate a Transfer in accordance with Sections 4, 5 or 6 hereof; or (iii) a Transfer by Xxxxx or Xxxxxxxxxxx of such Restricted Party. If a Restricted Party intends not more than one percent (1%) of the Shares owned by them. (c) Upon the execution of this Agreement, each Shareholder shall surrender to make a Disposition the Corporation his stock certificate representing the Shares, which stock certificate shall be imprinted with the following legend: "The securities represented by this certificate have not been registered under the Securities Act of all 1933, as amended, and cannot be offered or a portion of his, her or its Shares sold except pursuant to this paragraphan effective registration statement under such Act or an exemption from registration under such Act which, such Restricted Party shall give at least 30 days prior written notice in the opinion of such proposed Disposition counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for the corporation, is available. The shares represented hereby are also subject to the Companyterms of a Shareholders' Agreement, dated as of August 31, 1999, by and among BonusBoulevard Inc., Xxxxx Xxxxx, Xx., and Xxxxxxxx X. Xxxxxxxxxxx, a copy of which is on file at the principal office of the corporation, and any sale, pledge, gift, transfer, assignment, encumbrance or other disposition of the shares represented by this certificate in violation of said Agreement shall be given void and of no effect." (d) As a further condition of any Transfer pursuant to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject this Agreement, each transferee shall, prior to such proposed dispositionTransfer, identify agree in writing to be bound by all of the proposed provisions of this Agreement and no such transferee and state shall be permitted to make any Transfer that the relationship between such Restricted Party and the proposed transfereeoriginal transferor was not permitted to make.

Restriction on Transfer of Shares. (a) Except a. The Corporation and the Shareholders wish to avoid the transfer of Shares to outside third parties who do not have a knowledge of the Corporation's business and who may disrupt the management of the Corporation. Each Shareholder hereby agrees that such Shareholder shall not, as provided long as this Agreement is in Section 2.1(b)effect, prior to the Lock Up Expiration Date, the Restricted Parties may not directly or in directly sell, assign, transfer, mortgage, alienatehypothecate, transfer, pledge, hypothecatelien, create or permit to exist a security interest in or lien onencumber, place in trust give or in any other way encumber or otherwise dispose of (collectively, a "Transfer") any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned (or any interest therein therein) except as may be expressly permitted by the terms and provisions of this Agreement. The Company Corporation shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares not transfer on its books unless such Disposition is effected any certificates for the Shares nor issue any certificate in accordance lieu of the Shares unless, in the opinion of counsel to the Corporation, there has been compliance with all of the material conditions hereof affecting the Shares. Any purported disposition of any Shares made other than in full compliance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled null and void and of no force or effect, and shall not be recognized by the Corporation. b. Notwithstanding the general prohibition on Transfers contained in Section 3(a) of this Agreement hereof, the Corporation and the Shareholders agree that any of the following Transfers shall be permitted under this Agreement: i. A Transfer in accordance with Sections 4, 5, 6, 7 or 8 hereof; ii. A Transfer by NetWolves to any rights with respect to such Shareswholly-owned, including any rights to vote such Shares, to receive any dividends declared thereon, direct or to receive any notice with respect thereto under this Agreement indirect subsidiary of NetWolves; iii. A Transfer or otherwise. (b) Any Restricted Party may Transfer all or a portion sale by NetWolves of his or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assetsthe assets or common stock, of NetWolves to a third party, or the merger into or acquisition of NetWolves by a third party; or (ii) or iv. A Transfer to any Affiliate other party to this Agreement. c. Upon the execution of such Restricted Party. If a Restricted Party intends this Agreement, each Shareholder shall surrender to make a Disposition of all or a portion of his, her the Corporation his or its Shares stock certificate representing the Shares, which stock certificate shall be imprinted with the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and cannot be offered or sold except pursuant to this paragraphan effective registration statement under such Act or an exemption from registration under such Act which, such Restricted Party shall give at least 30 days prior written notice in the opinion of such proposed Disposition counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for the corporation, is available. The Shares represented hereby are also subject to the Companyterms of a Shareholders' Agreement, dated as of July 7, 1999, by and among TSG Global Education Web, Inc., and its Shareholders, a copy of which is on file at the principal office of the Corporation, and any sale, pledge, gift, transfer, assignment, encumbrance or other disposition of the shares represented by this certificate in violation of said Agreement shall be given void and of no effect." d. As a further condition of any Transfer pursuant to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject this Agreement, each transferee shall, prior to such proposed dispositionTransfer, identify agree in writing to be bound by all of the proposed provisions of this Agreement and no such transferee and state shall be permitted to make any Transfer that the relationship between such Restricted Party and the proposed transfereeoriginal transferor was not permitted to make.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b), prior to the Lock Up Expiration DateJuly 31, the Restricted Parties 2003, MSI may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or hereafter acquired or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. (b) Any Restricted Party MSI may Transfer all or a portion of his or its Shares to (i) any Person to which such Restricted Party MSI shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of MSI or (iii) any holder of the Senior Secured Convertible Notes in connection with the exercise of remedies of such Restricted Partyholders against MSI pursuant to the terms of such notes. If a Restricted Party MSI intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party MSI shall give at least 30 days prior written notice of such proposed Disposition to the Company, a copy of which shall be given to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party MSI and the proposed transferee. (c) Each Disposition otherwise permitted by this Article II shall not become effective unless and until the transferee executes and delivers to the Company a counterpart to this Agreement, agreeing to be treated in the same manner as MSI. Upon such Disposition and such execution and delivery, the transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the transferred Shares in the same manner as the MSI.

Restriction on Transfer of Shares. 1.1. Transfers to be Made Only as Permitted by this Agreement. No Stockholder or Permitted Transferee may Transfer any Shares acquired on, before, or after the date of this Agreement, except to a Permitted Transferee or as specifically required or permitted by this Agreement, and any purported Transfer in any other manner shall be void. No Transfer may be made (a) Except to a Permitted Transferee or (b) as provided otherwise in Section 2.1(baccordance with the terms hereunder unless the Permitted Transferee (or his or her custodian or guardian, as applicable) or transferee pursuant to a transfer effected in accordance with the terms hereof executes and delivers a written agreement, in form and substance substantially similar to the Joinder Agreement attached hereto as Exhibit A (the "Joinder Agreement"), prior agreeing to be bound by the provisions of this Agreement, and thereupon such Permitted Transferee or other such transferee thereby shall be deemed a "Stockholder," "Quadrangle Investor," "Xxxxxxx Investor," or another specified Stockholder or group of Stockholders, as and to the Lock Up Expiration Dateextent applicable, the Restricted Parties may not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist for all purposes of this Agreement; provided that any Permitted Transferee of any Xxxxxxx Investor shall be deemed a security interest in or lien on, place in trust or in "Xxxxxxx Investor" and any other way encumber or otherwise dispose transferee of (Shares held by any of the foregoing Xxxxxxx Investor shall constitute be deemed a "Transfer,Stockholder" and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions for all purposes of this Agreement. The Company shall have no obligation not issue any shares of Common Stock, including, without limitation, restricted shares of Common Stock or shares of Common Stock issued upon exercise of options, in each case granted pursuant to recognize the Incentive Plan, unless the person to whom such shares are issued or accede grant is awarded executes and delivers a written agreement, in form and substance substantially similar to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Joinder Agreement. No Person who purports , agreeing to be a holder of Shares acquired in violation of bound by the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. (b) Any Restricted Party may Transfer all or as a portion of his or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted PartyStockholder. If a Restricted Party intends to make a Disposition of all or a portion of his, her or its Shares pursuant to this paragraph, such Restricted Party shall give at least 30 days prior written notice of such proposed Disposition to the Company, a copy of which shall be given to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party and the proposed transferee.For

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b) and 2.1(c), prior to the Lock Up Expiration Date, the Restricted Parties Graziano may not sell, assign, transfer, mortgage, alienate, pledge, hypothecatexxxxxxxxate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a "Transfer," and the consummation of such being a "Disposition") any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise. (b) Any Restricted Party Graziano may Transfer all or a portion of his Shares for estate plannxxx xxxxoses to a trust or its Shares to (i) any Person to which such Restricted Party shall sell, assign or transfer all or substantially all of its assets; or (ii) any Affiliate of such Restricted Partyother entity solely owned and controlled by Graziano. If a Restricted Party Graziano intends to make a Disposition of all or a portion of his, her or its Shares pursuant portixx xx xxs Shaxxx xxxxuant to this paragraph, such Restricted Party he shall give at least 30 days prior written notice of such proposed Disposition to the Company, a copy of which shall be given to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed disposition, identify the proposed transferee and state the relationship between such Restricted Party Graziano and the proposed transferee. (c) Notwithstandinx xxx xxovision to the contrary contained herein, on or after the Lock Up Expiration Date, Graziano (or any transferee allowed under Section 2.1(b) xxxxx to which Shares have been transferred) shall be permitted to Transfer or Dispose of the Shares in any lawful manner without notice to the Company unless, and to the extent, required by applicable law.

Restriction on Transfer of Shares. (a) Except as provided in Section 2.1(b)No Stockholder shall sell, prior to the Lock Up Expiration Date, the Restricted Parties may not selltransfer, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber hypothecate or otherwise dispose of (whether with or without consideration and whether voluntarily or by operation of law) any of the foregoing shall constitute interest in his, her or its Shares (a "Transfer," and the consummation of such being a "Disposition") at any Shares now owned or any interest therein time, except as expressly permitted by the terms and provisions pursuant to clause (c) of this Agreement. The Company shall have no obligation to recognize Section 2, Sections 3, 4, 5, 7 or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights 9 hereof, or, with respect to any Stockholder other than the Genstar Investors and their Affiliates, without the prior written approval of Genstar, which approval shall not be unreasonably withheld or delayed (but which approval may be conditioned upon the transferee agreeing to be bound by this Agreement); provided, however, that Genstar may withhold such Shares, including approval in its sole discretion with regard to any rights proposed Transfer to vote such Shares, to receive any dividends declared thereona Competitor, or to receive an Affiliate of a Competitor, of the Company; provided further that Genstar shall provide each Significant Holder with prompt notice following any notice with respect thereto under this Agreement or otherwisesuch Transfer approval. (b) Any Restricted Party may attempt to Transfer all or a portion any Shares not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company's stock records to such attempted Transfer. (c) The restrictions set forth in this Section 2 shall not apply with respect to any Transfer of his or its Shares to by any Stockholder (i) any Person to which such Restricted Party shall sellthe Company pursuant to Section 7 or Section 5 (except Transfers from the Genstar Investors and their Affiliates), assign or transfer all or substantially all of its assets; or (ii) in the case of any Stockholder who is a natural person, pursuant to applicable laws of descent and distribution or among such Stockholder's Family Group or Affiliates, as applicable, (iii) in the case of any Stockholder, to its respective officers, directors, employees, partners or members or Affiliates, and (iv) as to any Stockholder, pursuant to a Public Sale (each such Transfer collectively referred to herein as a "Permitted Transfer" and each such transferee referred to herein as a "Permitted Transferee"); provided that the restrictions contained in this Section 2 shall continue to be applicable to the Shares after any such Transfer (other than a Transfer to the Company or as provided in Section 2(e) hereof); provided, further that the transferees of such Shares (other than in the case where the Company is the transferee and other than a Transfer pursuant to a Public Sale) shall have agreed in writing to be bound by the provisions of this Agreement affecting the Shares so transferred and shall execute and deliver to the Company and the other Stockholders a counterpart of this Agreement; provided, however, that notwithstanding the foregoing, a Transfer to a Competitor, or an Affiliate of such Restricted Partya Competitor, of the Company shall not be a Permitted Transfer. If For purposes of this Agreement, "Family Group" means as to any Stockholder who is a Restricted Party intends to make a Disposition of all natural person his or a portion of hisher spouse, her siblings, parents and descendants (whether natural or its Shares pursuant to this paragraph, such Restricted Party shall give at least 30 days prior written notice adopted) and any trust solely for the benefit of such proposed Disposition to the CompanyStockholder or his or her spouse, a copy of which shall be given to the Former MSI Stockholders. Any such notice shall specify the number of Shares subject to such proposed dispositionsiblings, identify the proposed transferee and state the relationship between such Restricted Party and the proposed transfereeparents and/or descendants.