Common use of Transferees to Execute Agreement Clause in Contracts

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Stockholder, unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREE") (i) executes and delivers to Getty Images and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investor, delivers to Getty Images an opinion of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it by a Stockholder hereunder or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 or in Section 3.02 to the contrary notwithstanding, the provisions of this Section 3.04 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03.

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur incur, assume or assume suffer to exist any Encumbrance with respect to, any Oxy Shares beneficially owned by such StockholderStockholder unless, unless contemporaneously with or prior to the consummation of any such Sale or the creation, incurrence incurrence, assumption or assumption existence of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred incurred, assumed or assumed suffered to exist, in any case, (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) ), executes and delivers to Getty Images and each Stockholder an the Company its written agreement, in form and substance reasonably satisfactory to Getty Imagesthe Company, whereby such Prospective Transferee (i) confirms that, with respect to the Oxy Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" Stockholder for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investorrepresents and warrants that, delivers to Getty Images an opinion upon the consummation of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the creation, incurrence, assumption or existence of such Encumbrance, such agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" Stockholder for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Oxy Shares that were transferred to it beneficially owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred incurred, assumed or assumedsuffered to exist. (b) Anything in this Section 3.04 3.05 or in Section 3.02 3.03 to the contrary notwithstanding, the provisions of this Section 3.04 3.05 will not be applicable to (i) any Sale of Oxy Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in Public Offering or a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Transaction.

Transferees to Execute Agreement. (a) Each Stockholder Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Sale of, Transfer of all or create, incur or assume any Encumbrance with respect to, any Shares portion of the Units beneficially owned by such StockholderMember unless such Transfer is made in compliance with the terms of this Agreement and any other agreement or plan pursuant to which such Units were issued. In addition, unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such EncumbranceTransfer, the Person to whom such Sale Transfer is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREE"“Prospective Transferee”), if not a Member, shall (a) (i) executes execute and delivers deliver a Joinder to Getty Images the Company and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investor, delivers to Getty Images an opinion of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Member. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence this Agreement and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentencecounsel, such Prospective Transferee shall be deemed a "Stockholder" Member for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder Member under this Agreement, in each case Agreement with respect to the Shares that were transferred Units owned by such Prospective Transferee as determined pursuant to it Section 9.8, unless such Transfer is to a Permitted Transferee in which case the following sentence shall control. In the event of a Transfer to a Permitted Transferee, all rights and obligations of the Greystone Member or the C&W Member thereafter shall be shared by such C&W Member and its Permitted Transferees (or any successor or assigns) or the Greystone Member and its Permitted Transferees (or any successor or assigns), as applicable, all Units owned by such Member and its Permitted Transferees (or any successor or assigns) shall be aggregated and deemed owned by such Member for the purposes of any thresholds or any exercise of such rights, and all determinations or consents or approvals or appointment or designation rights of a Stockholder hereunder Member shall be deemed made when provided by the Member and such Member’s Permitted Transferees (or in respect any successor or assigns) who hold at least a majority of which the Units or Class of Units, as applicable, then held by such Encumbrance Member and such Member’s Permitted Transferees (or any successor or assigns) and such consents, determinations and approvals made by such majority shall have been created, incurred or assumed. (b) Anything in this Section 3.04 or in Section 3.02 to the contrary notwithstanding, the provisions be binding on such Member and its Permitted Transferees for all purposes of this Section 3.04 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Agreement.

Transferees to Execute Agreement. (a) Each Stockholder -------------------------------- agrees that it will not, directly or indirectly, make any Sale of, of or create, incur incur, assume or assume any suffer to exist Encumbrance with respect to, any Shares beneficially owned by such StockholderStockholder unless, unless contemporaneously with or prior to the consummation of any such Sale or the creation, incurrence incurrence, assumption or assumption existence of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred incurred, assumed or assumed suffered to exist, in any case, (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) executes ---------------------- and delivers to Getty Images and each Stockholder an the Company its written agreement, in form and substance reasonably satisfactory to Getty Imagesthe Company, whereby such Prospective Transferee (i) confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" Stockholder for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investorrepresents and warrants that, delivers to Getty Images an opinion upon the consummation of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by creation, incurrence, assumption or existence of such Prospective Transferee Encumbrance, such Agreement is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" Stockholder for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it beneficially owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred incurred, assumed or assumedsuffered to exist. (b) Anything in this Section 3.04 3.05 or in Section 3.02 3.03 to the contrary notwithstanding, the provisions of this Section 3.04 3.05 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in Public Offering or a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Transaction.

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, as long as such Stockholder or ComVest Beneficially Own any shares of Common Stock, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned shares of Common Stock Beneficially Owned by such Stockholder, Stockholder unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) executes and delivers this Agreement to Getty Images ComVest and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an a recognized institutional investor, delivers to Getty Images ComVest an opinion of counsel, satisfactory in form and substance to Getty ImagesComVest, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered execution of this Agreement by such Prospective Transferee is makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence this Agreement and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it Stock owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 or in Section 3.02 to the contrary notwithstanding, the provisions of this Section 3.04 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03.. MISCELLANEOUS

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Stockholder, Stockholder unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) executes and delivers to Getty Images the Company and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Imagesthe Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of all Applicable Provisions of this Agreement and agrees to be bound by all the terms of all Applicable Provisions of this Agreement, Agreement and (ii) unless such Prospective Transferee is an a recognized institutional investor, delivers to Getty Images the Company and Holding an opinion of counsel, satisfactory in form and substance to Getty Imagesthe Company and Holding, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of all Applicable Provisions of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under the Applicable Provisions of this Agreement, in each case with respect to the Shares that were transferred to it beneficially owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 3.7 or in Section 3.02 3.3 to the contrary notwithstanding, the provisions of this Section 3.04 3.7 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, Public Offering or (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Transaction.

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Stockholder, Stockholder unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) executes and delivers to Getty Images the Company and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Imagesthe Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of all Applicable Provisions of this Agreement and agrees to be bound by all the terms of all Applicable Provisions of this Agreement, Agreement and (ii) unless such Prospective Transferee is an a recognized institutional investor, delivers to Getty Images the Company and MHI Sub an opinion of counsel, satisfactory in form and substance to Getty Imagesthe Company and MHI Sub, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of all Applicable Provisions of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under the Applicable Provisions of this Agreement, in each case with respect to the Shares that were transferred to it beneficially owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 3.7 or in Section 3.02 3.3 to the contrary notwithstanding, the provisions of this Section 3.04 3.7 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, Public Offering or (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Transaction.

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, during the term of this Agreement, directly or indirectly, make any Sale of, Transfer of all or create, incur or assume any Encumbrance with respect to, any Shares portion of the Company Securities beneficially owned by such Stockholder, Stockholder unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale Transfer is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREE"“Prospective Transferee”), if not a Stockholder, executes (a) (i) executes and delivers a joinder to Getty Images and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees in the form attached as Exhibit A hereto agreeing to be bound by and to comply with all the terms applicable provisions of this Agreement, (b) a certificate of assignment for Common Stock in the form attached as Exhibit B hereto (as the Company may update, amend or otherwise modify from time to time) and (iic) unless such Prospective Transferee other matters as the Board may reasonably request, including, for the avoidance of doubt, if the Company Securities are “restricted securities” (as defined in Rule 144 under the Securities Act), the Stockholder is an institutional investorAffiliate of the Company or the Board reasonably believes the Stockholder may be an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code, delivers to Getty Images an opinion of counsel, satisfactory in form and substance to Getty Images, to the effect counsel confirming that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that Transfer will not require registration under the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Securities Act. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence such writing and, if requiredrequired by the Board, the delivery of opinion described in the opinion of counsel referred to in clause (ii) of the preceding foregoing sentence, such Prospective Transferee shall be deemed a "“Stockholder" ” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case Agreement with respect to the Shares that were transferred to it Company Securities owned by such Prospective Transferee. Notwithstanding the foregoing, no such writing or opinion shall be required if, following a Stockholder hereunder or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 or in Section 3.02 to the contrary notwithstandingQualified IPO, the provisions of this Section 3.04 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock Transfer is pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in a Act or pursuant to Rule 144 Transaction of the Securities Act (or in a Cashless Exercise any other transaction pursuant to Section 4(a)(1) of Options or (iii) any Sale of Shares to a Third Party the Securities Act that does not result in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Prospective Transferee receiving “restricted securities” as defined in Rule 144 under the Securities Act).

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, as long as such Stockholder or ComVest Beneficially Own any shares of Common Stock, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned shares of Common Stock Beneficially Owned by such Stockholder, Stockholder unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) executes and delivers this Agreement to Getty Images ComVest and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an a recognized institutional investor, delivers to Getty Images ComVest an opinion of counsel, satisfactory in form and substance to Getty ImagesComVest, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered execution of this Agreement by such Prospective Transferee is makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence this Agreement and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it Stock owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed. (b) Anything in this Section 3.04 or in Section 3.02 to the contrary notwithstanding, the provisions of this Section 3.04 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03.

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, of or create, incur incur, assume or assume any suffer to exist Encumbrance with respect to, any Shares beneficially owned by such StockholderStockholder unless, unless contemporaneously with or prior to the consummation of any such Sale or the creation, incurrence incurrence, assumption or assumption existence of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred incurred, assumed or assumed suffered to exist, in any case, (a "PROSPECTIVE TRANSFEREEProspective Transferee") (i) executes and delivers to Getty Images and each Stockholder an the Company its written agreement, in form and substance reasonably satisfactory to Getty Imagesthe Company, whereby such Prospective Transferee (i) confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" Stockholder for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investorrepresents and warrants that, delivers to Getty Images an opinion upon the consummation of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by creation, incurrence, assumption or existence of such Prospective Transferee Encumbrance, such Agreement is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" Stockholder for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it beneficially owned by a Stockholder hereunder such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred incurred, assumed or assumedsuffered to exist. (b) Anything in this Section 3.04 3.05 or in Section 3.02 3.03 to the contrary notwithstanding, the provisions of this Section 3.04 3.05 will not be applicable to (i) any Sale of Shares pursuant to a public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, (ii) any Sale of Shares in Public Offering or a Rule 144 Transaction or in a Cashless Exercise of Options or (iii) any Sale of Shares to a Third Party in accordance with Section 3.03(d) after complying with the right of first refusal requirements of Section 3.03Transaction.