Common use of Transfer of Restricted Securities Clause in Contracts

Transfer of Restricted Securities. (i) Restricted Securities are transferable only pursuant to (a) public offerings registered under the Securities Act, (b) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (c) subject to the conditions specified in subparagraph (ii) below, any other legally available means of transfer. (ii) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (a) or (b) of subparagraph (i) above), the holder thereof shall deliver written notice to Orius describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (to Orius's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below. If Orius is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius in writing its agreement to be bound by the conditions contained in this Section 10C(ii) and Section 10C(v) below. (iii) Upon the request of a holder of Restricted Securities, Orius shall promptly supply to such holder or such holder's prospective transferees all information regarding Orius required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof (the "Company") will have received evidence of such exemption reasonably satisfactory to the Company."

Transfer of Restricted Securities. (ia) Restricted Securities are transferable only pursuant to (ai) public offerings registered under the Securities Act, (bii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is or rules are available and (ciii) subject to the conditions specified in subparagraph paragraph (iib) below, any other legally available means of transfertransfer to a transferee reasonably acceptable to the Company; provided, however, that if such transferee is unacceptable to the Company, the holder shall have the right to provide the Company with a 30-day right of first offer to purchase such Restricted Securities for cash or the same payment terms offered on the terms proposed by such unacceptable transferee and if such offer is not consummated by the Company within such 30-day period, the holder shall have the right to transfer such Restricted Securities to such transferee on terms not less favorable than those offered to the Company; provided, further that such 30-day period shall be extended to 90 days in the event that such proposed transferee is a direct competitor of the Company in any material respect. (iib) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (asubparagraph 4(a)(i) or (b) of subparagraph (iii) above), the holder thereof shall deliver written notice to Orius the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx Hogax & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX Xartxxx X.X.P. or other counsel which (to Oriusthe Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius the Company an opinion of Kirkxxxx Hogax & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX Xartxxx X.X.P. or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius the Company shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below7.3. If Orius the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius the Company in writing its agreement to be bound by the conditions contained in this Section 10C(ii) paragraph and Section 10C(v) below7.3. (iiic) Upon the request of a holder of Restricted SecuritiesCORESTAFF, Orius the Company shall promptly supply to such holder CORESTAFF or such holder's its prospective transferees all information regarding Orius the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof (the "Company") will have received evidence of such exemption reasonably satisfactory to the Company."

Transfer of Restricted Securities. (a) Luxco and its assignees shall transfer Restricted Securities only (i) Restricted Securities are transferable only pursuant to (a) public offerings registered under the Securities Act, (bii) pursuant to Rule 144 or Rule 144A of the Securities and Exchange Commission SEC (or any similar rule or rules then in force) if such rule or rules are available, (iii) to a person whom the seller reasonably believes is available a "Qualified Institutional Buyer" (as defined in Rule 144A), (iv) outside of the United States in an offshore transaction in accordance with Rule 904 of the Securities Act, and (cv) subject to the conditions specified in subparagraph (iiSection 6.9(b) below, any other legally available means of transfer; provided that the conditions specified in Section 6.9(b) shall be deemed to have been satisfied without any further action or evidence if the holder of any Restricted Securities shall deliver to Schick a written notice stating that the holder is transferring Rexxxxxxed Securities to another Luxco Holder or an Affiliate of Luxco; provided that the holder thereof shall not transfer the same until the prospective transferee has confirmed to Schick in writing its agreement to be bound by the provisions conxxxxxx in this Section 6.9 and in Section 6.11. (iib) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (aSections 6.9(a)(i) or (b) of subparagraph (iii) above), the holder thereof shall deliver written notice to Orius Schick describing in reasonable detail the transfer or proposed transfertranxxxx, together with an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (to OriusSchick's reasonable satisfaction) is knowledgeable in securities law matters securitixx xxx xatters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities ActAct and any other documentation or certifications as Schick or its transfer agent may reasonably deem necessary under apxxxxxxle law. In addition, if the holder of the Restricted Securities delivers to Orius Schick an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted sucx Xxxxricted Securities shall require registration under the Securities ActAct upon the receipt by Schick or its transfer agent of any other documentation or certifxxxxxxn as it may reasonably deem necessary under applicable law, Orius Schick shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, xxxxxxicates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below6.9(d). If Orius Schick is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities Restrictxx Xxcurities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius Schick in writing its agreement to be bound by the conditions contained in contaixxx xx this Section 10C(ii) 6.9 and in Section 10C(v) below6.11. (iiic) Upon the request of a holder of Restricted SecuritiesLuxco, Orius Schick shall promptly supply to such Luxco or any subsequent holder of Xxxxxk Shares or such holder's any of their respective prospective transferees all transfereex xxx information regarding Orius Schick required to be delivered in connection with a transfer pursuant puxxxxxx to Rule 144A of the Securities and Exchange CommissionAct. For the avoidance of doubt, any such transfer pursuant to Rule 144A shall be subject to the requirements described in Section 6.9(b) above. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (vd) Each certificate or instrument representing for Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities securities represented hereby by this certificate were originally issued on [date of issuance] and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Exchange Agreement, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be solddated as of September 22, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act 2005 by and applicable state securities laws or unless an exemption from such registration is available and among the issuer hereof (the "Company") will have received evidence and certain investors, and the Company reserves the right to refuse the transfer of such exemption reasonably satisfactory securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the Companyholder hereof upon written request and without charge. Without limiting the generality of the foregoing, the holder of the securities represented by this certificate agrees for the benefit of the Company that (A) the securities may be transferred only (I) pursuant to an effective registration statement under the Securities Act, (II) to a person whom the seller reasonably believes is a "Qualified Institutional Buyer" (as defined in Rule 144A of the Securities Act) in a transaction meeting the requirements of Rule 144A, (III) outside of the United States in an offshore transaction in accordance with Rule 904 of the Securities Act, (IV) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (V) in any other transactions exempt from the registration requirements of the Securities Act, and (B) the holder will, and each subsequent holder is required to, notify any purchaser of the securities from it of the resale restrictions referred to in (A) above."

Transfer of Restricted Securities. (ia) Restricted Securities are transferable only pursuant to (ai) public offerings registered under the Securities Act, (bii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (ciii) subject to the conditions specified in subparagraph (iib) below, any other legally available means of to transfer. (iib) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (ai) or (bii) of subparagraph (ia) above), the holder thereof shall deliver written notice to Orius the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (to Oriusthe Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius the Company an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius the Company shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below8.1 above. If Orius the Company is not required to deliver new certificates certificate or ----------- instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius the Company in writing its agreement to be bound by the conditions conditioned contained in this Section 10C(ii) and Section 10C(v) below.8.2. ----------- (iiic) Upon the request of a holder of Restricted Securities, Orius the Company shall promptly supply to such holder or such holder's prospective transferees all information regarding Orius the Company required to be delivered in connection with a transfer pursuant to Rule 144 or 144A of the Securities and Exchange Commission. (ivd) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius the Company shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) 7.1 from ----------- the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof (the "Company") will have received evidence of such exemption reasonably satisfactory to the Company."

Transfer of Restricted Securities. (ia) Restricted Securities are transferable only pursuant to (ai) public offerings registered under the Securities Act, (bii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is or rules are available and (ciii) subject to the conditions specified in subparagraph clause (iib) below, any other legally available means of transfer; provided that the conditions specified in clause (b) shall be deemed to have been satisfied without any further action or evidence if the holder of any Restricted Securities shall deliver to the Company a written notice stating that the holder is transferring Restricted Securities to an Affiliate of a Purchaser, provided that the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions contained in this Section 5; provided further, that this Section 5 shall not limit the right of each TCW/Crescent Lender to pledge Restricted Securities held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender. (iib) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (aSections 5(a)(i) or (b) of subparagraph (iii) above), the holder thereof shall deliver written notice to Orius the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or Xllix xx other counsel which (to Oriusthe Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius the Company an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or Xllix xx such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius the Company shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below. 8C. If Orius the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius the Company in writing its agreement to be bound by the conditions contained in this Section 10C(ii) and Section 10C(v) below.8C. (iiic) Upon the request of a holder of Restricted Securitiesany Purchaser, Orius the Company shall promptly supply to such holder Purchaser or such holder's its prospective transferees all information regarding Orius the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof (the "Company") will have received evidence of such exemption reasonably satisfactory to the Company."

Transfer of Restricted Securities. (ia) Restricted Securities are transferable only (i) pursuant to (a) public offerings registered under the Securities Act, (bii) pursuant to Rule 144 or (except pursuant to Rule 144A of 144(k) if the Securities and Exchange Commission (or any similar rule or rules then in forceCompany’s shares have not become publicly traded) if such rule is available and available, (ciii) subject to the conditions specified in subparagraph paragraph (iib) below, to a Permitted Transferee, (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.2 and 4.3, any other legally available means of transferTransfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor) and (v) subject to the conditions specified in paragraph (b) below, a Warrant Investor may transfer Restricted Securities to any Person at any time when there exists either (i) an event of default under Section 8.1(a) of the Note Agreement (other than a default by the Company in its obligation to purchase all or a portion of the Put Shares (as such term is defined in the Warrant Agreement) in a circumstance which does not constitute a Put Event Exercise Payment Default (as defined in the Warrant Agreement)) or Section 8.1(g) of the Note Agreement or (ii) a Put Event Exercise Payment Default. (iib) In connection with the transfer Transfer of any Restricted Securities (other than a transfer Transfer described in clause subparagraph (aa)(i) or (b) of subparagraph (iii) above), the holder thereof shall will deliver written notice to Orius the Company describing in reasonable detail the transfer Transfer or proposed transferTransfer, together with an opinion (reasonably acceptable in form and substance to the Company) of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel (which may be in-house counsel) which (to Orius's the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer Transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In additionAct or any applicable state securities laws, if the holder of the Restricted Securities delivers to Orius an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below. If Orius is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until with written confirmation from the prospective transferee has confirmed to Orius in writing of its agreement to be bound by the conditions contained in this Section 10C(ii) Agreement and Section 10C(v) belowthe other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, by a Stockholder to an Affiliate or by RFE Investment Partners to a member of its advisory board. (iiic) It shall be a condition to the Transfer of any Restricted Securities that the transferee thereof (including, without limitation, a Permitted Transferee) agrees to be bound by the provisions of this Agreement by executing a Transferee Agreement in the form of Annex I hereto), and upon such Transfer shall be a Stockholder for all purposes hereunder. Upon the request execution and delivery of a holder Transferee Agreement, the Company agrees promptly to effect the re-registration of any transferred Shares in the name of such transferee (upon submission of certificates for the Shares to be transferred, accompanied by properly completed and executed stock powers). (d) Notwithstanding anything herein to the contrary, neither Sellers nor Xxx Xxxxxxx shall be entitled to Transfer Restricted Securities, Orius shall promptly supply except to such holder or such holder's prospective transferees all information regarding Orius required a Permitted Transferee who shall, among other things, agree to be delivered in connection with a transfer bound by this Section 4.1, prior to January 1, 2003, except pursuant to Rule 144A of the Securities and Exchange CommissionSections 4.2 or 4.4. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof (the "Company") will have received evidence of such exemption reasonably satisfactory to the Company."

Transfer of Restricted Securities. (i) Restricted Securities are transferable only pursuant to (a) public offerings registered under the Securities Act, (b) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available available, (c) nonpublic sales to Persons who are "accredited investors" as defined in Regulation D under the Securities Act, provided that such regulation is effective at such time and the proposed transferee agrees in writing to be bound by the provisions of this paragraph and paragraph 18.3(i) and (cd) subject to the conditions specified in subparagraph (ii) below, any other legally available means of transfer. (ii) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (asubparagraph 7(i)(a) or (b) of subparagraph (i) above), the holder thereof shall will deliver written notice to Orius the Company describing in reasonable detail the transfer or proposed transfertransfer and, together except in connection with a transfer to Carrefour, an opinion (reasonably satisfactory to the Company's counsel) of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (to Oriusthe Company's reasonable satisfaction) is knowledgeable in securities law matters matters, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius the Company an opinion (reasonably satisfactory to the Company's counsel) of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities Act, Orius shall the Company will promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(vsubparagraph (iii) below. If Orius the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall will not transfer the same until the prospective transferee has confirmed to Orius the Company in writing its agreement to be bound by the conditions contained in this Section 10C(ii) paragraph and Section 10C(v) belowparagraph 18.3(i). (iii) Upon the request of a holder of Restricted Securities, Orius shall promptly supply to such holder or such holder's prospective transferees all information regarding Orius required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Each certificate for Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (v) Each certificate or instrument representing Restricted Securities shall will be imprinted with a legend in substantially the following form: "The Securities securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof 1933 (the "CompanyAct") will have received evidence and are "Restricted Securities" as defined in Rule 144 promulgated under the Act. The securities may not be sold or offered for sale or otherwise distributed except (i) in conjunction with an effective registration statement for the shares under the Act, (ii) in compliance with Rule 144, or (iii) pursuant to an opinion of such exemption reasonably counsel satisfactory to the Companycorporation that such registration or compliance is not required as to said sale, offer or distribution." (iv) In connection with this paragraph 7, the Company agrees that it will cooperate with the Purchasers to effect any desired transfers of Purchasers' Restricted Securities to Carrefour so long as it has reasonable assurances under this paragraph that such transfers are in compliance with applicable securities laws.

Transfer of Restricted Securities. (ia) Restricted Securities are transferable only pursuant to (ai) public offerings registered under the Securities Act, (bii) pursuant to a public sale under Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available available, and (ciii) subject to the conditions specified in subparagraph paragraph (iib) below, any other legally available means of transfer. (iib) In connection with the transfer of any Restricted Securities (other than a transfer described in clause subparagraph (aa)(i) or (bii) of subparagraph (i) aboveabove or a transfer to a Permitted Transferee), the holder Holder thereof shall will deliver written notice to Orius the Corporation describing in reasonable detail the transfer or proposed transfer. In connection with such transfer, together with the Corporation shall have the right to receive from the Holder an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (is reasonably satisfactory to Orius's reasonable satisfaction) is knowledgeable in securities law matters the Corporation to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities ActAct or any applicable state securities laws. In addition, if the holder Holder of the Restricted Securities delivers to Orius the Corporation an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall will require registration under the Securities ActAct or any applicable state securities laws, Orius shall the Corporation will promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below3.05. If Orius the Corporation is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder Holder thereof shall will not transfer the same until the prospective transferee has confirmed to Orius the Corporation in writing its agreement to be bound by the conditions contained in this Section 10C(ii) Agreement and Section 10C(v) belowthe other restrictions on transfer imposed by the Securities Act or any applicable state securities laws. (iiic) Upon It shall be a condition to the request transfer of a holder any shares of Restricted Securities, Orius shall promptly supply to such holder Common Stock or such holder's prospective transferees all information regarding Orius required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant that the transferee thereof (including without limitation a Permitted Transferee) agrees to Rule 144(k), Orius shall, upon be bound by the request provisions of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, this Agreement as the case may be, representing such Restricted Securitiesif originally a party hereto. (v) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The Securities represented hereby have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise disposed of unless the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof (the "Company") will have received evidence of such exemption reasonably satisfactory to the Company."

Transfer of Restricted Securities. (ia) Each Selling Party covenants and agrees that, for a period of one year from and after the Closing Date, it shall not, directly or indirectly, offer, sell, dispose of or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Buyer Common Stock that is part of the Purchase Price and any securities issued with respect to such securities by way of a stock dividend or a stock split or in connection with a combination of shares, recapitalization, share exchange, merger, consolidation or other reorganization. (b) Restricted Securities are transferable only pursuant to (ai) public offerings registered under the Securities Act, (bii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (ciii) subject to the conditions specified in subparagraph (iiSection 7.3(c) below, any other legally available means of transfer. In addition, the transfer of any shares of Buyer Common Stock issued hereunder (including any securities issued with respect to such securities by way of a stock dividend or a stock split or in connection with a combination of shares, recapitalization, share exchange, merger, consolidation or other reorganization) held by any Selling Party that is employed by Buyer or its Affiliates shall be subject to Buyer’s trading policies, as the same may be modified from time to time in Buyer’s sole discretion. (iic) In connection with the transfer of any and Restricted Securities (other than a transfer described in clause (ai) or (bii) of subparagraph (iSection 7.3(b) above), the holder thereof shall deliver written notice to Orius Buyer describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xlliscounsel, Akermanreasonably satisfactory to Buyer, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (to Orius's reasonable satisfaction) that is knowledgeable in securities law matters matters, to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius Buyer an opinion of Kirkxxxx & Xlliscounsel, Akermanreasonably satisfactory to Buyer, Senterfitt & Eidsxxthat is knowledgeable in securities law matters, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius Buyer shall promptly upon such contemplated completed transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below7.3(d). If Orius Buyer is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius Buyer in writing its agreement to be bound by the conditions contained in this Section 10C(ii) and Section 10C(v) below7.3. (iii) Upon the request of a holder of Restricted Securities, Orius shall promptly supply to such holder or such holder's prospective transferees all information regarding Orius required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission. (iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities. (vd) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend substantially in substantially the following form: "“The Securities securities represented hereby by this certificate were originally issued on ___________, 2010, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Unit Purchase Agreement, dated as of ___________, 2010 and as amended and modified from time to time, between the issuer (the “Company”) and certain selling parties and others. The Company reserves the right to refuse transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.” (e) For purposes of this Agreement, “Restricted Securities” means (i) any shares of Buyer Common Stock that are part of the Closing Stock Consideration and (ii) any securities issued with respect to such securities referred to in clause(i) above by way of a stock dividend or a stock split or in connection with a combination of shares, recapitalization, share exchange, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under any state securities laws. Neither this security nor any portion hereof or interest herein may be sold, assigned, transferred, pledged or otherwise the Securities Act and disposed of unless in accordance with the same is registered under said Act and applicable state securities laws or unless an exemption from such registration is available and the issuer hereof statement covering them, (the "Company"b) will have received evidence of such exemption reasonably satisfactory been distributed to the Companypublic through a broker, dealer or market maker on a securities exchange or in the over the counter market pursuant to Rule 144 under the Securities Act or (c) been otherwise transferred and new certificates for them not bearing the Securities Act legend set forth in Section 7.3(d) have been delivered by Buyer in accordance with Section 7.3(c)."