MSC INDUSTRIAL DIRECT CO., INC. (a New York corporation) 4,500,000 Shares of Class A Common Stock PURCHASE AGREEMENTPurchase Agreement • July 29th, 2004 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York
the restrictions set forth herein or (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
