Common use of Stop Transfer; Legend Clause in Contracts

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Existing Shares," "Company Common Stock" and "Securities" will be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. XXXXXXXXX XXERETO." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Existing Shares," "Company Common Stock" Shares and "Securities" will be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will shall be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliateAffiliate's letter Letter prior to the Closing in the form attached to the Merger AgreementClosing. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT STOCKHOLDER AGREEMENT, DATED AS OF OCTOBER 313, 20051996, BY AND AMONG R.H. DONNELLEY CORPORATION BETWEEN RITE AID CORPORATION, GREEN EQUITY INVESTORS, L.P. AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. XXXXXXXXX XXERETOOTHER PERSONS." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares share or the like (other than pursuant to the Merger), including without limitation the conversion of the Preferred Stock as of June 30, 2003, the terms term "Existing Shares," "Company Common Stock" and "Securities" will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will shall be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereonthereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER TRANSFER, VOTING AND OTHER RESTRICTIONS PURSUANT TO A VOTING AGREEMENT (AND OTHER PROVISIONS OF A SUPPORT AGREEMENTTHE IRREVOCABLE PROXY CONTAINED THEREIN), DATED AS OF OCTOBER 3MARCH , 20052003, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIAEXCO HOLDINGS INC., EXCO RESOURCES, INC., XXXXXXX XXXXXX AND XXX XXXXXX. XXXXXXXXX XXERETOTHE COMPANY WILL FURNISH A COPY OF SUCH VOTING AGREEMENT AND IRREVOCABLE PROXY TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees withSo long as applicable, a stop-transfer order will be placed on the stock-transfer books of Liberty respecting the certificates evidencing the Liberty Consideration Shares, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any each certificate or uncertificated interest representing any portion of the SecuritiesLiberty Consideration Shares, unless such transfer is made in compliance shall contain, be stamped or otherwise imprinted with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Existing Shares," "Company Common Stock" and "Securities" will be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing legend in the following form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereon: under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND PURSUANT TO THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION IN ANY MANNER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, IN ANY TRANSACTION (INCLUDING HEDGING AND OTHER TRANSACTIONS) IN WHICH THE HOLDER OR CERTAIN OF ITS AFFILIATES ASSIGNS OR TRANSFERS THE ECONOMIC BENEFIT ASSOCIATED WITH THE SECURITIES REPRESENTED BY THIS CERTIFICATE) OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS AND OTHER PROVISIONS OF A SUPPORT CONDITIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT, DATED AS OF OCTOBER 3MAY [____], 20052002, BY AND AMONG R.H. DONNELLEY MIH LIMITED, OTV HOLDINGS LIMITED, LIBERTY MEDIA CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIALDIG OTV, INC. XXXXXXXXX XXERETOCOPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUER." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees The Stockholders agree with, and covenants covenant to, Parent that such Stockholder will the Stockholders shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, Shares unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms term "Existing Shares," "Company Common Stock" and "Securities" will shall be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities Shares may be changed or exchanged and appropriate adjustments will shall be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will will, prior to the Effective Time, duly execute and deliver to Parent an affiliate's letter prior to Affiliate Agreement contemplated in Section 6.11 of the Closing Merger Agreement substantially in the form attached of Exhibit D to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof The Stockholders shall use reasonable efforts to find and surrender to the Company all certificates representing the SecuritiesShares, and the Company will shall place the following legend on such certificates in addition to any other legend required thereoncertificates: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT AGREEMENT, STOCKHOLDER AGREEMENT DATED AS OF OCTOBER 3JULY 22, 2005, 1998 BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIABETWEEN DOLLAR TREE STORES, INC. XXXXXXXXX XXERETOAND GARY L. CINO, JANET CINO, XXXX X. XXTT, XXXXXXX FOR THE CINX XXXXXXXX'X TRUST, GARY AND JANET CINO, TRUXXXXS OF THE GARY XXX XXXXX CINO TRUST WHICH, XXXXX XXXXR THINGS, RESTRICTS THE TRANSFER AND VOTING THEREOF." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the SecuritiesSubject Shares, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares share or the like (other than pursuant to the Merger), the terms term "Existing Subject Shares," "Company Common Stock" and "Securities" will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities Subject Shares may be changed or exchanged and appropriate adjustments will shall be deemed made to the terms and provisions of this Agreement. (c) In furtherance of this Agreement, concurrently herewith, each Stockholder shall, and hereby does authorize the Company to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting and transfer of such shares). Each Stockholder agrees that it will duly execute and deliver as promptly as is reasonably practicable to Parent an affiliate's letter prior apply the following legend to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates Subject Shares in addition to any other legend required thereonthereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND VOTING AND OTHER RESTRICTIONS PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT VOTING AGREEMENT, DATED AS OF OCTOBER 3MAY 8, 20052003, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIABETWEEN SSA GLOBAL TECHNOLOGIES, INC., ELEVON, INC. XXXXXXXXX XXERETOAND THE STOCKHOLDERS PARTY THERETO. THE COMPANY WILL FURNISH A COPY OF SUCH VOTING AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the SecuritiesSubject Shares, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares share or the like (other than pursuant to the Merger), the terms "Existing term “Subject Shares," "Company Common Stock" and "Securities" ” will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities Subject Shares may be changed or exchanged and appropriate adjustments will shall be deemed made to the terms and provisions of this Agreement. (c) In furtherance of this Agreement, concurrently herewith, each Stockholder shall, and hereby does authorize the Company to, notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting and transfer of such shares). Each Stockholder agrees that it will duly execute and deliver as promptly as is reasonably practicable to Parent an affiliate's letter prior apply the following legend to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates Subject Shares in addition to any other legend required thereonthereof: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND VOTING AND OTHER RESTRICTIONS PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT VOTING AGREEMENT, DATED AS OF OCTOBER 3MAY 8, 20052003, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIABETWEEN SSA GLOBAL TECHNOLOGIES, INC., ELEVON, INC. XXXXXXXXX XXERETOAND THE STOCKHOLDERS PARTY THERETO. THE COMPANY WILL FURNISH A COPY OF SUCH VOTING AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.”

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "“Existing Shares," "” “Company Common Stock" ” and "“Securities" ” will be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's ’s letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereon: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 3JUNE 15, 20052004, BY AND AMONG R.H. DONNELLEY CORPORATION XXXXXX ASSOCIATES, INC. AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. XXXXXXXXX XXERETOTHE COMPANY SIGNATORY THERETO."” (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable Period and (iiiii) such time as any portion of the Securities (including Parent Class A Common Stock) are Transferable by a Stockholder in accordance with Section 2.3(a) or may be sold in a transaction permitted contemplated by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement")or described in Section 2.3(a) or 4.2, upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Class A Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares share or the like (other than pursuant to the Merger), the terms term "Existing Shares," "Company Common Stock" and "Securities" will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will shall be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereonthereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER TRANSFER, VOTING AND OTHER RESTRICTIONS PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT VOTING AGREEMENT, DATED AS OF OCTOBER 328, 20052002, BY AND AMONG R.H. DONNELLEY CORPORATION SSA GLOBAL TECHNOLOGIES, INC., INFINIUM SOFTWARE, INC., SAMURAI MERGER SUBSIDIARY, INC., XXXXXX X. XXXXXXXXX, THE XXXXXX X. XXXXXXXXX FAMILY TRUST AND CERTAIN STOCKHOLDERS OF DEX MEDIAPEMBERTON FAMILY FOUNDATION, INC. XXXXXXXXX XXERETOTHE COMPANY WILL FURNISH A COPY OF SUCH VOTING AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that prior to the termination of this Agreement, such Stockholder will not request that the Company Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Company Parent Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Existing Shares," "Company Parent Common Stock" and "Securities" will be deemed to refer to and include the shares of Company Parent Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company Parent all certificates representing the SecuritiesPreferred Stock and the Warrants, and the Company Parent will place the following legend on such certificates and the Warrants in addition to any other legend required thereon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A STOCK PURCHASE AND SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. XXXXXXXXX XXERETOR.H. DONNXXXXX XXXXXXXXION SIGNATORY THERETO." (d) Prxxxxxx (xxx xx any event not later than five Business Days) following the termination of this Agreement, if applicable, Parent will issue replacement certificates or Warrants without the foregoing legend to the relevant Stockholder. (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its termsClosing, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and will issue replacement Warrants to the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend currently endorsed on the Warrants with respect to the relevant Stockholdertransfer conditions contained thereon. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that such Stockholder will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Existing Shares," "Company Common Stock" and "Securities" will be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 3JUNE 15, 20052004, BY AND AMONG R.H. DONNELLEY CORPORATION XXXXXX ASSOCIATES, INC. AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. XXXXXXXXX XXERETOTHE COMPANY SIGNATORY THERETO." (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable Period and (iiiii) such time as any portion of the Securities (including Parent Class A Common Stock) are Transferable by a Stockholder in accordance with Section 2.3(a) or may be sold in a transaction permitted contemplated by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the "Sponsor Stockholders Agreement")or described in Section 2.3(a) or 4.2, upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Class A Common Stock into which Securities are converted in the Merger.

Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that prior to the termination of this Agreement, such Stockholder will not request that the Company Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Company Parent Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Existing Shares," "Company Parent Common Stock" and "Securities" will be deemed to refer to and include the shares of Company Parent Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate's letter prior to the Closing in the form attached to the Merger Agreement. (d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company Parent all certificates representing the SecuritiesPreferred Stock and the Warrants, and the Company Parent will place the following legend on such certificates and the Warrants in addition to any other legend required thereon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A STOCK PURCHASE AND SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. R.X. XXXXXXXXX XXERETOXORPORATION SIGNATORY THERETO." (d) Proxxxxx (xxx xx any event not later than five Business Days) following the termination of this Agreement, if applicable, Parent will issue replacement certificates or Warrants without the foregoing legend to the relevant Stockholder. (e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its termsClosing, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and will issue replacement Warrants to the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend currently endorsed on the Warrants with respect to the relevant Stockholdertransfer conditions contained thereon. (f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.