Common use of Transfer Restrictions Clause in Contracts

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCIIES, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, or trusts in which a Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI IES Stock received by the Stockholders in the Mergerpursuant to this Agreement. The certificates evidencing the TCI IES Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI IES may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF IES, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [THE SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144 under the Securities Act, to the Company or to an Affiliate of a Warrant Holder, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by TCIthe transferor and reasonably acceptable to the Company, except for transfers the form and substance of which opinion shall be reasonably satisfactory to immediate family members who the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the restrictions set forth in terms of this Section 15.1 (or partnerships or trusts for Agreement. The Warrant Holders agree to the benefit imprinting of a legend on any of the Stockholders or family membersSecurities in the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, the trustees or partners of which so agreeAS AMENDED (THE “SECURITIES ACT”), for a period of two years from the Funding and Consummation DateAND, except pursuant to Section 17 hereofACCORDINGLY, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ASSIGNEDOR IN A TRANSACTION NOT SUBJECT TO, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE ISSUER SHALL NOT SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or family members, the trustees or partners of which so agree), for a period of two years from one year after the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of any shares of TCI VPI Stock received by the Stockholders in the MergerSTOCKHOLDERS pursuant to Section 3.1. The certificates evidencing the TCI VPI Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will shall bear a legend substantially in the form set forth below and containing such other information as TCI VPI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATEfirst anniversary of Closing Date]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed Each Purchaser covenants and agrees that the Shares and the GGO Shares (and shares issuable upon exercise of Warrants, New Warrants and GGO Warrants) shall be disposed of only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities Laws. Each Purchaser agrees to the imprinting, so long as is required by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 6.4, of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of following legend on any shares of TCI Stock received by the Stockholders in the Merger. The certificates certificate evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 Shares or GGO Shares (and shares issuable upon exercise of this Agreement will bear a legend substantially in the form set forth below Warrants, New Warrants and containing such other information as TCI may deem necessary or appropriate: GGO Warrants): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY”) OR THE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGEDMORTGAGED, TRANSFERREDPLEDGED, ENCUMBERED, PLEDGEDHYPOTHECATED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OF, OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO SECURITIES LAWS OF ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON (II) UNLESS WAIVED BY THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEISSUER, THE ISSUER AGREES RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO REMOVE THIS RESTRICTIVE LEGEND THE ISSUER THAT NO VIOLATION OF THE ACT OR OTHER APPLICABLE LAWS WILL BE INVOLVED IN SUCH TRANSACTION. Certificates evidencing the Shares (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTand shares issuable upon exercise of Warrants and New Warrants) AFTER THE DATE SPECIFIED ABOVEshall not be required to contain such legend (A) while a registration statement covering the resale of the Shares is effective under the Securities Act, or (B) following any sale of any such Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”), or (C) following receipt of a legal opinion of counsel to the applicable Purchaser that the remaining Shares held by such Purchaser are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company will agree to the removal of all legends with respect to shares of New Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which such legend is no longer required (as provided above) for certain Shares, the Company shall promptly, following the delivery by the applicable Purchaser to the Company of a legended certificate representing such Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from such legend. In the event the above legend is removed from any of the Shares, and thereafter the effectiveness of a registration statement covering such Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that the above legend be placed on any such Shares that cannot then be sold pursuant to an effective registration statement or under Rule 144 and such Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or under Rule 144.

Transfer Restrictions. Unless otherwise agreed by TCI, Except for transfers pursuant to Section 17 hereof and except for transfers as set forth in Section 15.2 below to immediate family members persons or entities who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)15.1, for a period of two years one year from the Funding and Consummation Date, except pursuant to Section 17 hereof, Closing Date none of the Stockholders STOCKHOLDERS shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI URSI Stock received by the Stockholders STOCKHOLDERS in the Merger, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of URSI Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of URSI Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of URSI Stock acquired pursuant to Section 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI URSI Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI URSI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATEinsert the first anniversary of the Closing Date]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for For a period of two three years from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof16 hereof or for purposes of satisfying indemnification obligations hereunder, none of the Stockholders STOCKHOLDER shall not (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, appoint or otherwise dispose (a "Transfer") of (a) any shares of TCI HOLDING Stock received by the Stockholders STOCKHOLDER pursuant to the terms hereof or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of HOLDING Stock, in whole or in part, and no such attempted Transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of HOLDING Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of HOLDING Stock acquired pursuant hereto (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions); provided, that from and after the 24th month following the Closing Date, the STOCKHOLDER shall be entitled to make such a Transfer of up to 50% of the number shares of HOLDING Stock received by the STOCKHOLDER pursuant to the terms hereof; and, provided, further, that from and after the 30th month following the Closing Date, the STOCKHOLDER shall be entitled to make such a Transfer of up to 75% of the number shares of HOLDING Stock received by the STOCKHOLDER pursuant to the terms hereof. Notwithstanding the foregoing, (x) the STOCKHOLDER may Transfer shares of HOLDING Stock to immediate family members (or trusts for the benefit of the STOCKHOLDER or family members, the trustees of which so agree) (such family members and trusts are referred to herein as "Permitted Transferees"); provided, that the family member, trust, trustee, pledgee or other beneficiary of such Transfer, encumbrance or pledge, as the case my be, agrees in writing prior to such transaction to be bound by (1) the provisions of this Section as if a STOCKHOLDER and party hereto and (2) the indemnification provisions set forth in this Agreement as if a STOCKHOLDER and party hereto; and (y) the STOCKHOLDER may encumber or pledge any of such shares of HOLDING Stock. The certificates evidencing the TCI HOLDING Stock delivered to the Stockholders STOCKHOLDER pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI HOLDING may deem necessary or appropriate: EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED BY THAT CERTAIN AGREEMENT AND PLAN OF ORGANIZATION, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY FOR PUBLIC INSPECTION, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE THIRD ANNIVERSARY OF FUNDING AND CONSUMMATION THE CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI CSI Stock as described in Section 3.1 received by the Stockholders STOCKHOLDERS in the Merger. The certificates evidencing the TCI CSI Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI CSI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCIMETALS, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI METALS Stock as described in Section 3.1 received by the Stockholders STOCKHOLDERS in the Merger. The certificates evidencing the TCI METALS Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI METALS may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed Purchaser covenants and agrees that the Shares and the GGO Shares (and shares issuable upon exercise of Warrants, New Warrants and GGO Warrants) shall be disposed of only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities Laws. Purchaser agrees to the imprinting, so long as is required by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 6.4, of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of following legend on any shares of TCI Stock received by the Stockholders in the Merger. The certificates certificate evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 Shares or GGO Shares (and shares issuable upon exercise of this Agreement will bear a legend substantially in the form set forth below Warrants, New Warrants and containing such other information as TCI may deem necessary or appropriate: GGO Warrants): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY”) OR THE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGEDMORTGAGED, TRANSFERREDPLEDGED, ENCUMBERED, PLEDGEDHYPOTHECATED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OF, OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO SECURITIES LAWS OF ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON (II) UNLESS WAIVED BY THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEISSUER, THE ISSUER AGREES RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO REMOVE THIS RESTRICTIVE LEGEND THE ISSUER THAT NO VIOLATION OF THE ACT OR OTHER APPLICABLE LAWS WILL BE INVOLVED IN SUCH TRANSACTION. Certificates evidencing the Shares (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTand shares issuable upon exercise of Warrants and New Warrants) AFTER THE DATE SPECIFIED ABOVEshall not be required to contain such legend (A) while a registration statement covering the resale of the Shares is effective under the Securities Act, or (B) following any sale of any such Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”), or (C) following receipt of a legal opinion of counsel to Purchaser that the remaining Shares held by Purchaser are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company will agree to the removal of all legends with respect to shares of New Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which such legend is no longer required (as provided above) for certain Shares, the Company shall promptly, following the delivery by Purchaser to the Company of a legended certificate representing such Shares, deliver or cause to be delivered to Purchaser a certificate representing such Shares that is free from such legend. In the event the above legend is removed from any of the Shares, and thereafter the effectiveness of a registration statement covering such Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that the above legend be placed on any such Shares that cannot then be sold pursuant to an effective registration statement or under Rule 144 and Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or under Rule 144.

Transfer Restrictions. Unless otherwise agreed by TCILandCARE, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI LandCARE Stock received by the Stockholders in the Merger. The certificates evidencing the TCI LandCARE Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI LandCARE may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. LandCARE agrees, however, to use reasonable efforts to implement an arrangement with a nationally recognized investment banking firm pursuant to which such firm will facilitate sales by the Stockholders beginning after the date one year after the Funding and Consummation Date; and in the event such an arrangement is implemented on terms reasonably satisfactory to LandCARE, LandCARE will waive the foregoing restriction to the extent reasonably necessary to permit the Stockholders to participate in such arrangement.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or immediate family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders STOCKHOLDERS in the Merger. The certificates evidencing the TCI Parent Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI PARENT may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCIHome, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Home Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Home Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Home may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective Registration Statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by TCIthe transferor and reasonably acceptable to the Company, except for transfers the form and substance of which opinion shall be reasonably satisfactory to immediate family members who the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the restrictions terms of this Agreement and shall have the rights and obligations of the Purchaser under this Agreement. The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares. Certificates evidencing the Shares, if issued, shall not contain any legend (including the legend set forth in this Section 15.1 4.1), (or partnerships or trusts for i) while a Registration Statement covering the benefit resale of such security is effective under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Stockholders or family members, the trustees or partners of which so agreeCompany), (iii) if such Shares are eligible for sale under Rule 144 (provided that Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of Purchaser’s counsel), (iv) in connection with a period sale, assignment or other transfer (other than under Rule 144), provided that Purchaser provides the Company with an opinion of two years from counsel to Purchaser, in a generally acceptable form, to the Funding effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act; or (v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and Consummation Date, except pronouncements issued by the staff of the Commission) . The Purchaser agrees with the Company that the Purchaser will sell any Securities pursuant to Section 17 hereof, none either the registration requirements of the Stockholders shall sellSecurities Act, assign, exchange, transfer, encumber, pledge, distribute, appointincluding any applicable prospectus delivery requirements, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders an exemption therefrom, and that if Securities are sold pursuant to Section 3 a Registration Statement, they will be sold in compliance with the plan of this Agreement will bear a legend substantially in the form distribution set forth below therein, and containing such other information acknowledges that the removal of the restrictive legend from certificates representing Securities as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEset forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

Transfer Restrictions. Unless otherwise agreed Each Purchaser covenants and agrees that the GGO Shares (and shares issuable upon exercise of GGO Warrants) shall be disposed of only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities Laws. Each Purchaser agrees to the imprinting, so long as is required by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 4, of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of following legend on any shares of TCI Stock received by the Stockholders in the Merger. The certificates certificate evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 GGO Shares (and shares issuable upon exercise of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: GGO Warrants): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY”) OR THE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGEDMORTGAGED, TRANSFERREDPLEDGED, ENCUMBERED, PLEDGEDHYPOTHECATED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OF, OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO SECURITIES LAWS OF ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON (II) UNLESS WAIVED BY THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEISSUER, THE ISSUER AGREES RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO REMOVE THIS RESTRICTIVE LEGEND THE ISSUER THAT NO VIOLATION OF THE ACT OR OTHER APPLICABLE LAWS WILL BE INVOLVED IN SUCH TRANSACTION. Certificates evidencing the GGO Shares (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTand shares issuable upon exercise of GGO Warrants) AFTER THE DATE SPECIFIED ABOVEshall not be required to contain such legend (A) while a registration statement covering the resale of the GGO Shares is effective under the Securities Act, or (B) following any sale of any such GGO Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”), or (C) following receipt of a legal opinion of counsel to the applicable Purchaser that the remaining GGO Shares held by such Purchaser are eligible for resale without volume limitations or other limitations under Rule 144. In addition, THHC will agree to the removal of all legends with respect to shares of GGO Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to THHC’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which such legend is no longer required (as provided above) for certain GGO Shares, THHC shall promptly, following the delivery by the applicable Purchaser to THHC of a legended certificate representing such GGO Shares, deliver or cause to be delivered to such Purchaser a certificate representing such GGO Shares that is free from such legend. In the event the above legend is removed from any of the GGO Shares, and thereafter the effectiveness of a registration statement covering such GGO Shares is suspended or THHC determines that a supplement or amendment thereto is required by applicable securities Laws, then THHC may require that the above legend be placed on any such GGO Shares that cannot then be sold pursuant to an effective registration statement or under Rule 144 and such Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such GGO Shares may again be sold pursuant to an effective registration statement or under Rule 144. Each Purchaser further covenants and agrees not to sell, transfer or dispose of (each, a “Transfer”) any GGO Shares or GGO Warrants in violation of the GGO Non-Control Agreement. For the avoidance of doubt, the Purchaser Group’s rights to designate for nomination the Purchaser GGO Board Designees pursuant to Section 2 and Subscription Rights pursuant to Section 1 may not be Transferred to a Person that is not a member of the Purchaser Group.

Transfer Restrictions. Unless otherwise agreed by TCIIf WIC or Purchaser should decide to dispose of any of the Preferred Shares, except for transfers the Warrants or the Underlying Common Shares, WIC and Purchaser understand and agree that they may do so only pursuant to immediate family members who an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. In connection with any offer, resale, pledge or other transfer (individually and collectively, a "Transfer") of any of the Preferred Shares, the Warrants or the Underlying Common Shares other than pursuant to an effective registration statement, the Company may require that the transferor of such Preferred Shares, Warrants or Underlying Common Shares provide to the Company an opinion of counsel, which opinion shall be reasonably satisfactory in form and substance to the Company, to the effect that such Transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any state or foreign securities Laws. WIC and Purchaser agree to the imprinting, so long as appropriate, of substantially the following legend on certificates representing the Preferred Shares, the Warrants and the Underlying Common Shares: THE SECURITIES (THE "SECURITIES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SECURITIES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW. The legend set forth above may be bound removed if and when the Preferred Shares or the Underlying Common Shares, as the case may be, represented by such certificate are disposed of pursuant to an effective registration statement under the restrictions Securities Act or pursuant to the exemption from registration set forth in this Section 15.1 (or partnerships or trusts for Rule 144 under the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the MergerSecurities Act. The certificates evidencing representing the TCI Stock delivered Preferred Shares, the Warrants and the Underlying Common Shares shall also bear any additional legends required by applicable Laws or by the Stockholder Agreement or the Warrant Agreement. Any such legend may be removed when, in the opinion of counsel reasonably satisfactory to the Stockholders Company, such legend is no longer required under the applicable requirements of such Laws or is no longer required under the applicable provisions of such agreements, as the case may be. WIC and Purchaser agree that, in connection with any Transfer of Preferred Shares or Underlying Common Shares by them pursuant to Section 3 an effective registration statement under the Securities Act, WIC and Purchaser will comply with any applicable prospectus delivery requirements of this Agreement will bear a legend substantially in the form set forth below and containing such other information Securities Act. The Company makes no representation, warranty or agreement as TCI may deem necessary to the availability of any exemption from registration under the Securities Act with respect to any resale of Preferred Shares, Warrants or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEUnderlying Common Shares.

Transfer Restrictions. Unless otherwise agreed by TCIPentacon, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or trusts or partnerships or trusts for the benefit of charities, the Stockholders or Stockholders, family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Pentacon Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Pentacon Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Pentacon may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCIPentacon, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or trusts or partnerships or trusts for the benefit of charities, the Stockholders or Other Stockholders, family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders or Other Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Pentacon Stock received by the Stockholders or Other Stockholders in the Merger. The certificates evidencing the TCI Pentacon Stock delivered to the Stockholders or Other Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Pentacon may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless (a) During the Lock-Up Period, without the prior written consent of Zebra, the Stockholder shall not, directly or indirectly, sell, offer or agree to sell, or otherwise agreed transfer, or loan or pledge, through swap or hedging transactions (or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Shares which the Stockholder receives pursuant to the Merger Agreement (collectively the “Restricted Shares”) even if such Restricted Shares would be disposed of by TCIsomeone other than the Stockholder), or grant any option to purchase, make any short sale or otherwise dispose of (“Transfer”), any of the Restricted Shares, except for transfers (each, a “Permitted Transfer” and the transferee permitted hereby, a “Permitted Transferee”) (A) as a bona fide gift or gifts, provided that the donee or donees thereof agree to immediate family be bound in writing by the restrictions set forth herein unless the donee is a charitable organization in which case it shall not be required to so agree to be bound unless the aggregate number of Shares donated by the undersigned to such donee (together with other donees who are charitable organizations) exceeds 100,000 Shares in any fiscal quarter, (B) (1) if the Stockholder is an individual person, to any trust for the direct or indirect primary benefit (and without taking into account contingent beneficiaries or charitable organization beneficiaries) of such Stockholder or any other individual person in a relationship by blood, marriage or adoption to such Stockholder, but not more remote than first cousin), and (2) if the Stockholder is a trust, to any other trust for the direct or indirect primary benefit (and without taking into account contingent beneficiaries or charitable organization beneficiaries) of the trust beneficiaries of such Stockholder as of the date hereof, or any other individual person in a relationship by blood, marriage or adoption to any such trust beneficiary, but not more remote than first cousin); provided that in each case of clauses B(1) and B(2) the trustee of the transferee trust (and each Directing Party, if applicable) agrees to be bound in writing by the restrictions set forth herein, (C) that constitute distributions to general or limited partners, members who agree or shareholders of the undersigned, provided that the distributee agrees in writing to be bound by the restrictions set forth herein, (D) by will or pursuant to the laws of descent and distribution upon the death of an individual, or by division or distribution of a trust described in clause (B) of this Section 15.1 2(a), or that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, in each case provided that the recipient agrees in writing to be bound by the restrictions set forth herein, (E) pursuant to a merger, consolidation or partnerships similar transaction involving a Change of Control of Zebra, (F) to any corporation or trusts for limited liability company that is wholly owned by such Stockholder (provided that such corporation or limited liability company remains wholly owned by the benefit Stockholder during the Lock-Up Period) and agrees to be bound in writing by the restrictions set forth herein, (G) involving offers and sales that are registered under the Securities Act in accordance with the Registration Rights Agreement or (H) by the Stockholder during each three-month period, commencing with the first full three-month immediately following the Closing Date and each consecutive three-month period thereafter, in an amount that, together with the aggregate number of Shares Transferred by the Other Stockholders during such three-month period (but exclusive of any Transfers of Shares made by such Stockholder pursuant to any of the Stockholders preceding clauses (A) through (G) of this Agreement or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received made by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Other Stockholders pursuant to Section 3 any of this Agreement will bear a legend substantially corresponding clauses of the Other Lock-Up Agreements), shall not exceed the Maximum Released Amount (as defined in the form Registration Rights Agreement). The method by which the Stockholder and the Other Stockholders shall determine the amount of Shares that may be sold by each of them during each three-month period pursuant to the preceding clause (H) and the corresponding clause in the Other Lock-Up Agreements shall be set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEin the Registration Rights Agreement.

Transfer Restrictions. Unless otherwise agreed The Purchaser understands that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by TCIan opinion of counsel reasonably satisfactory to the Company, except to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act; provided, however, that an opinion of counsel shall not be required for transfers to immediate family members who agree to be bound a transfer by the restrictions set forth Purchaser that is (A) a partnership transferring all of the assets owned by it to its partners or former partners pro rata in this Section 15.1 accordance with partnership interests, (B) a corporation transferring to a wholly owned subsidiary or partnerships a parent corporation that owns all of the capital stock of the Purchaser, (C) a limited liability company transferring all of the assets owned by it to its members or trusts former members pro rata in accordance with their interest in the limited liability company, (D) an individual transferring to the Purchaser’s family member or trust for the benefit of the Stockholders Purchaser, or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant (E) transferring its Securities to Section 17 hereof, none any Affiliate of the Stockholders shall sellPurchaser, assign, exchange, transfer, encumber, pledge, distribute, appointin the case of an institutional investor, or otherwise dispose of any shares of TCI Stock received by other Person under common management with the Stockholders Purchaser; and provided, further, that the transferee in each case agrees to be subject to the Mergerrestrictions in this Section 8. The It is understood that the certificates evidencing the TCI Stock delivered to Securities may bear substantially the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED OFFERED FOR SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT PLEDGED OR OTHER DISPOSITION PRIOR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO [SECOND ANNIVERSARY THE SECURITIES UNDER SUCH ACT OR AN OPINION OF FUNDING AND CONSUMMATION DATE]. UPON COUNSEL SATISFACTORY TO THE WRITTEN REQUEST COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESUCH ACT.”

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the MergerExchange. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDER or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDER shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI CSI Stock as described in Section 3.1 received by the Stockholders STOCKHOLDER in the Merger. The certificates evidencing the TCI CSI Stock delivered to the Stockholders STOCKHOLDER pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI CSI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed The Lenders understands that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by TCIan opinion of counsel reasonably satisfactory to the Company, except to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or exempt under Rule 144 or Rule 144A under the Securities Act; provided, however, that an opinion of counsel shall not be required for transfers a transfer by a Lender that is (A) a partnership transferring all of the assets owned by it to immediate its partners or former partners pro rata in accordance with partnership interests, (B) a corporation transferring to a wholly owned subsidiary or a parent corporation that owns all of the capital stock of such Lender, (C) a limited liability company transferring all of the assets owned by it to its members or former members pro rata in accordance with their interest in the limited liability company, (D) an individual transferring to such Lender’s family members who agree to be bound by the restrictions set forth in this Section 15.1 (member or partnerships or trusts trust for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appointsuch Lender, or otherwise dispose (E) transferring its Securities to any Affiliate of any shares of TCI Stock received by the Stockholders such Lender, in the Mergercase of an institutional investor, or other Person under common management with such Lender; and provided, further, that the transferee in each case agrees to be subject to the restrictions in this Section 9. The It is understood that the certificates evidencing the TCI Stock delivered to Securities may bear substantially the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED OFFERED FOR SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT PLEDGED OR OTHER DISPOSITION PRIOR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO [SECOND ANNIVERSARY THE SECURITIES UNDER SUCH ACT OR AN OPINION OF FUNDING AND CONSUMMATION DATE]. UPON COUNSEL SATISFACTORY TO THE WRITTEN REQUEST COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESUCH ACT.”

Transfer Restrictions. Unless otherwise agreed by TCI, except (a) Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 11.2 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), and except for sales in accordance with Section 7.11, for a period of two (2) years from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders shall not (a) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of (i) any shares of TCI PalEx Common Stock received by the Stockholders in the Merger, or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of PalEx Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of PalEx Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of PalEx Common Stock acquired pursuant to Section 2.2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI PalEx Common Stock delivered to the Stockholders pursuant to Section 3 2.2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI PalEx may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED DISTRIBUTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT DISTRIBUTION OR OTHER DISPOSITION DISPOSITION, PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]TO_____________, 1999. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members Affiliates of the COMPANY who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)15.1, for a period of two years one year from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders COMPANY shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of any shares of TCI TSII Stock received by the Stockholders COMPANY as described in the MergerSection 3.1. The certificates evidencing the TCI TSII Stock delivered to the Stockholders COMPANY pursuant to Section 3 of this Agreement will shall bear a legend substantially in the form set forth below and containing such other information as TCI TSII may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATEfirst anniversary of Closing Date]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEABOVE (AS IT MAY BE REDUCED AS PROVIDED HEREIN).

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family --------------------- members who agree to be bound by the restrictions set forth in this Section 15.1 11.2 ------------ (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), and subject to the provisions of Section 7.10, for a period ------------ of two years one (1) year from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders shall not (a) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of (i) any shares of TCI Compass Common Stock received by the Stockholders pursuant to this Agreement, or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of Compass Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of Compass Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of Compass Common Stock acquired pursuant to Article II hereof (including, without limitation, engaging in put, ---------- call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI Compass Common Stock delivered to the Stockholders pursuant to Section 3 Article II of this Agreement will shall bear a legend substantially in the form set ---------- forth below and containing such other information as TCI Compass may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED DISTRIBUTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT DISTRIBUTION OR OTHER DISPOSITION DISPOSITION, PRIOR TO [SECOND INSERT FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed Each Purchaser covenants and agrees that the GGO Shares (and shares issuable upon exercise of GGO Warrants) shall be disposed of only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities Laws. Each Purchaser agrees to the imprinting, so long as is required by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 3, of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of following legend on any shares of TCI Stock received by the Stockholders in the Merger. The certificates certificate evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 GGO Shares (and shares issuable upon exercise of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: GGO Warrants): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY”) OR THE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGEDMORTGAGED, TRANSFERREDPLEDGED, ENCUMBERED, PLEDGEDHYPOTHECATED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OF, OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO SECURITIES LAWS OF ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON (II) UNLESS WAIVED BY THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEISSUER, THE ISSUER AGREES RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO REMOVE THIS RESTRICTIVE LEGEND THE ISSUER THAT NO VIOLATION OF THE ACT OR OTHER APPLICABLE LAWS WILL BE INVOLVED IN SUCH TRANSACTION. Certificates evidencing the GGO Shares (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTand shares issuable upon exercise of GGO Warrants) AFTER THE DATE SPECIFIED ABOVEshall not be required to contain such legend (A) while a registration statement covering the resale of the GGO Shares is effective under the Securities Act, or (B) following any sale of any such GGO Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”), or (C) following receipt of a legal opinion of counsel to the applicable Purchaser that the remaining GGO Shares held by such Purchaser are eligible for resale without volume limitations or other limitations under Rule 144. In addition, THHC will agree to the removal of all legends with respect to shares of GGO Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to THHC’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which such legend is no longer required (as provided above) for certain GGO Shares, THHC shall promptly, following the delivery by the applicable Purchaser to THHC of a legended certificate representing such GGO Shares, deliver or cause to be delivered to such Purchaser a certificate representing such GGO Shares that is free from such legend. In the event the above legend is removed from any of the GGO Shares, and thereafter the effectiveness of a registration statement covering such GGO Shares is suspended or THHC determines that a supplement or amendment thereto is required by applicable securities Laws, then THHC may require that the above legend be placed on any such GGO Shares that cannot then be sold pursuant to an effective registration statement or under Rule 144 and such Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such GGO Shares may again be sold pursuant to an effective registration statement or under Rule 144. For the avoidance of doubt, each Purchaser’s Subscription Rights pursuant to Section 1 may not be sold, transferred or disposed of to a Person that is not a member of the Purchaser Group.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members Affiliates of the Stockholders who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)14.1, for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 16 hereof, none of the Stockholders shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of any shares of TCI QSI Stock received by the Stockholders them as described in the MergerSection 2.1. The certificates evidencing the TCI QSI Stock delivered to the Stockholders pursuant to Section 3 2 of this Agreement will shall bear a legend substantially in the form set forth below and containing such other information as TCI QSI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION DISPOSITION, PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 17 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Dateconsummation of the IPO (unless the IPO shall not be consummated by May 31, 1999), except pursuant to Section 17 hereof19, none of the Stockholders no Stockholder shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders such Stockholder in the Merger. The certificates evidencing the TCI Parent Stock delivered to the Stockholders pursuant to Section 3 4 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Parent may deem necessary or appropriate: EXCEPT AS OTHERWISE PERMITTED BY THE SHARES REPRESENTED BY ISSUER, THIS CERTIFICATE SECURITY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND THE CONSUMMATION DATE]OF ISSUER'S INITIAL UNDERWRITTEN PUBLIC OFFERING ("IPO"). UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEABOVE OR AFTER - , IF THE IPO HAS NOT BEEN CONSUMMATED BY THAT DATE.

Transfer Restrictions. Unless otherwise agreed by TCISubject in all cases to compliance with applicable federal and state securities laws, and in no case earlier than twelve (12) months following the Closing Date, unless Clarant in its sole discretion shall consent otherwise, except for pursuant to Article 17 hereof, gratuitous transfers to not-for-profit third parties and transfers to immediate family members members, in each case who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or their immediate family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall (a) sell, assign, exchange, transfer, encumberEncumber, pledge, distribute, appoint, appoint or otherwise dispose of (i) any shares of TCI Clarant Common Stock received by the Stockholders in the MergerMerger or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of Clarant Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of Clarant Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of Clarant Common Stock acquired pursuant to Article 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the Stockholders may encumber or pledge any of such shares of Clarant Common Stock provided the pledgee or other beneficiary of such encumbrance or pledge agrees to be bound by the provisions of this Section as if a Stockholder and party hereto. The certificates evidencing the TCI Clarant Common Stock delivered to the Stockholders pursuant to Section Article 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Clarant may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR (PROVIDED, HOWEVER, THAT SUCH SHARES MAY BE ENCUMBERED OR PLEDGED PROVIDED THE PLEDGEE OR OTHER BENEFICIARY OF SUCH ENCUMBRANCE OR PLEDGE AGREES TO [SECOND ANNIVERSARY BE BOUND BY THE PROVISIONS OF FUNDING AND CONSUMMATION DATE]. UPON THESE RESTRICTIONS TO THE WRITTEN REQUEST OF SAME EXTENT AS THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVETHEREOF).

Transfer Restrictions. Unless otherwise agreed The Purchasers understand that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by TCIan opinion of counsel reasonably satisfactory to the Company, except to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or exempt under Rule 144 or Rule 144A under the Securities Act; provided, however, that an opinion of counsel shall not be required for transfers a transfer by a Purchaser that is (A) a partnership transferring all of the assets owned by it to immediate its partners or former partners pro rata in accordance with partnership interests, (B) a corporation transferring to a wholly owned subsidiary or a parent corporation that owns all of the capital stock of such Purchaser, (C) a limited liability company transferring all of the assets owned by it to its members or former members pro rata in accordance with their interest in the limited liability company, (D) an individual transferring to such Purchaser’s family members who agree to be bound by the restrictions set forth in this Section 15.1 (member or partnerships or trusts trust for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appointsuch Purchaser, or otherwise dispose (E) transferring its Securities to any Affiliate of any shares of TCI Stock received by the Stockholders such Purchaser, in the Mergercase of an institutional investor, or other Person under common management with such Purchaser; and provided, further, that the transferee in each case agrees to be subject to the restrictions in this Section 9. The It is understood that the certificates evidencing the TCI Stock delivered to Securities may bear substantially the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED OFFERED FOR SALE, ASSIGNMENTPLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, EXCHANGESUBJECT TO PERMITTED EXCEPTIONS, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR OTHER DISPOSITION PRIOR UNLESS SOLD PURSUANT TO [SECOND ANNIVERSARY RULE 144 OR RULE 144A OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESUCH ACT.”

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers as set forth in Section --------------------- 15.2 below to immediate family members persons or entities who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)15.1, for a period of two years one year from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI HDS Stock received by the Stockholders STOCKHOLDERS in the Merger, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of HDS Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of HDS Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of HDS Stock acquired pursuant to Section 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI HDS Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing contain such other information as TCI HDS may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION THE CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 13.1 (or partnerships or trusts for the benefit of the Stockholders Sellers or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 15 hereof, none of the Stockholders Sellers shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI DocuNet Common Stock received by the Stockholders Sellers pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of DocuNet Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of DocuNet Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of DocuNet Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI DocuNet Common Stock delivered to the Stockholders Sellers pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by Until such time as the restrictions set forth in this Section 15.1 (or partnerships or trusts for Preferred Shares are registered under the benefit of the Stockholders or family membersSecurities Act, the trustees or partners of which so agree), for a period of two years from certificates representing the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders Preferred Shares shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend stamped, typed or otherwise legibly placed on the face or reverse side thereof substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatebelow: NOTICE IS HEREBY GIVEN THAT THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY NON-U.S. JURISDICTION. THE SECURITIES CANNOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OFOF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AMENDMENT THERETO UNDER SUCH ACT AND ANY APPLICABLE LAWS OR (II) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH OTHER APPLICABLE LAWS. THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT TRANSFER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST CERTAIN OTHER RIGHTS AND OBLIGATIONS OF THE HOLDER OF THIS CERTIFICATECERTIFICATE ARE ALSO SUBJECT TO THE STOCKHOLDERS' AGREEMENT, DATED AS OF APRIL 8, 1999, BY AND AMONG EARTHWATCH INCORPORATED (THE ISSUER AGREES "COMPANY") AND THE OTHER PARTIES THERETO (COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE PRINCIPAL OFFICE OF THE COMPANY), AND THE COMPANY RESERVES THE RIGHT TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH REFUSE THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEOF SUCH SECURITIES UNTIL ALL TERMS AND CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER AS SET FORTH IN SUCH AGREEMENT.

Transfer Restrictions. Unless otherwise agreed Each Purchaser covenants and agrees that the Shares and the GGO Shares (and shares issuable upon exercise of Warrants, New Warrants and GGO Warrants) shall be disposed of only pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities Laws. Each Purchaser agrees to the imprinting, so long as is required by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 6.4, of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of following legend on any shares of TCI Stock received by the Stockholders in the Merger. The certificates certificate evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 Shares or GGO Shares (and shares issuable upon exercise of this Agreement will bear a legend substantially in the form set forth below Warrants, New Warrants and containing such other information as TCI may deem necessary or appropriate: GGO Warrants): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY”) OR THE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGEDMORTGAGED, TRANSFERREDPLEDGED, ENCUMBERED, PLEDGEDHYPOTHECATED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OF, OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO SECURITIES LAWS OF ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON (II) UNLESS WAIVED BY THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEISSUER, THE ISSUER AGREES RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO REMOVE THIS RESTRICTIVE LEGEND THE ISSUER THAT NO VIOLATION OF THE ACT OR OTHER APPLICABLE LAWS WILL BE INVOLVED IN SUCH TRANSACTION. Certificates evidencing the Shares (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTand shares issuable upon exercise of Warrants and New Warrants) AFTER THE DATE SPECIFIED ABOVE.shall not be required to contain such legend (A) while a registration statement covering the resale of the Shares is effective under the Securities Act, or (B) following any sale of any such Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”), or (C) following receipt of a legal opinion of counsel to the applicable Purchaser that the remaining Shares held by such Purchaser are eligible for resale without volume limitations or other limitations under Rule 144. In addition, the Company will agree to the removal of all legends with respect to shares of New Common Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume limitations and other limitations under Rule 144, subject to the Company’s approval of appropriate procedures, such approval not to be unreasonably withheld, conditioned or delayed. Following the time at which such legend is no longer required (as provided above) for certain Shares, the Company shall promptly, following the delivery by the applicable Purchaser to the Company of a legended certificate representing such Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from such legend. In the event the above legend is removed from any of the Shares, and thereafter the effectiveness of a registration statement covering such Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities Laws, then the Company may require that the above legend be placed on any such Shares that cannot then be sold pursuant to an effective registration statement or under Rule 144 and such Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or under Rule 144. The Plan shall provide, in connection with the consummation of the Plan, for GGO to enter into an agreement with each Purchaser with respect to GGO Shares and GGO Warrants containing the same terms as provided (i) above in this Section 6.4 but replacing references to

Transfer Restrictions. Unless otherwise agreed Each Purchaser acknowledges and understands, severally and not jointly, that (i) the Shares may only be disposed of in compliance with state and federal securities laws and (ii) in connection with any transfer of Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in this Section 4.1, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by TCIthe transferor and reasonably acceptable to the Company, except for transfers the form and substance of which opinion shall be reasonably satisfactory to immediate family members who the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 terms of this Agreement will bear and shall have the rights of a Purchaser under this Agreement. Any transfer or purported transfer of the Shares in violation of this Section 4.1 shall be void. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares (and any certificates or instruments representing the Shares) in substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ASSIGNEDOR IN A TRANSACTION NOT SUBJECT TO, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST REGISTRATION REQUIREMENTS OF THE HOLDER SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF THIS CERTIFICATECOUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE ISSUER AGREES SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTCOMPANY. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) AFTER THE DATE SPECIFIED ABOVEunder the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, if registered pursuant to Section 4.12 below, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

Transfer Restrictions. Unless The Purchaser hereby agrees that it may not, in addition to any other applicable restrictions on transfer, without the Company’s prior written consent, at any time during the period from the date hereof until the date that is 6 months following the Closing Date (the “Restricted Period”), sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by request, devise or descent, or otherwise agreed by TCItransfer or dispose of, except for transfers including, but not limited to, a transfer to immediate family members who agree to be bound by the restrictions set forth a receiver, levying creditor or trustee in this Section 15.1 (bankruptcy proceedings or partnerships or trusts a general assignee for the benefit of the Stockholders creditors, whether voluntary or family membersby operation of law, the trustees directly or partners of which so agree)indirectly, for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Common Stock, warrant or option to purchase Common Stock received by or other security of the Stockholders in Company that is convertible into, or exercisable or exchangeable for Common Stock or other equity securities of the MergerCompany, including, without limitation, any of the Securities or Warrant Shares, except to one or more of its Affiliates. The certificates evidencing In furtherance of the TCI Stock delivered to foregoing, the Stockholders pursuant to Section 3 of Purchaser acknowledges and agrees that, during the Restricted Period, the Securities acquired under this Agreement and any securities issued in respect of or exchange therefor will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing legend: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, HEREBY [AND THE ISSUER SHALL NOT SECURITIES ISSUABLE UPON EXERCISE HEREOF] ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AS SET FORTH IN A SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON OBTAINED AT THE WRITTEN REQUEST PRINCIPAL OFFICE OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVECOMPANY.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 13.1 (or partnerships or trusts for the benefit of the Stockholders Seller or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 15 hereof, none of the Stockholders The Seller shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI DocuNet Common Stock received by the Stockholders Seller pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of DocuNet Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of DocuNet Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of DocuNet Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI DocuNet Common Stock delivered to the Stockholders Seller pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by Until such time as the restrictions set forth in this Section 15.1 (or partnerships or trusts for Preferred Shares are registered under the benefit of the Stockholders or family membersSecurities Act, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement representing Preferred Shares will bear a legend stamped, typed or otherwise legibly placed on the face or reverse side thereof substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatebelow: NOTICE IS HEREBY GIVEN THAT THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE MAY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY NON-U.S. JURISDICTION. THE SECURITIES CANNOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OFOF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AMENDMENT THERETO UNDER SUCH ACT AND ANY APPLICABLE LAWS OR (II) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH OTHER APPLICABLE LAWS. THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT TRANSFER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST CERTAIN OTHER RIGHTS AND OBLIGATIONS OF THE HOLDER OF THIS CERTIFICATECERTIFICATE ARE ALSO SUBJECT TO ARTICLE V OF THE STOCKHOLDERS' AGREEMENT, DATED AS OF APRIL 8, 1999, BY AND AMONG EARTHWATCH INCORPORATED (THE ISSUER AGREES "COMPANY") AND THE OTHER PARTIES THERETO, AS AMENDED FROM TIME TO REMOVE THIS RESTRICTIVE LEGEND TIME (COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE PRINCIPAL OFFICE OF THE COMPANY), AND ANY STOP ORDER PLACED WITH THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEOF SUCH SECURITIES UNTIL ALL TERMS AND CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER AS SET FORTH IN ARTICLE V OF SUCH AGREEMENT.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers (i) to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or family members, the trustees or partners of which so agree), for a period (ii) pursuant to Rule 144 (as it may be amended) under the 1933 Act, (iii) pursuant to Section 17 hereof or (iv) following the first anniversary of two years from the Funding and Consummation Date, except pursuant to Section 17 hereofan exemption from registration under the Act and applicable state securities laws, none of the Stockholders STOCKHOLDERS shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, appoint or otherwise dispose of (a) any shares of TCI CEI Stock received by the Stockholders STOCKHOLDERS in the MergerMerger or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of CEI Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of CEI Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of CEI Stock acquired pursuant to Section 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the STOCKHOLDERS may encumber or pledge any of such shares of CEI Stock provided the pledgee or other beneficiary of such encumbrance or pledge agrees to be bound by the provisions of this Section as if a STOCKHOLDER and party hereto. The certificates evidencing the TCI CEI Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI CEI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY anniversary of Funding and Consummation Date corresponding to end of Rule 144 holding period][(PROVIDED, HOWEVER, THAT SUCH SHARES MAY BE ENCUMBERED OR PLEDGED PROVIDED THE PLEDGEE OR OTHER BENEFICIARY OF FUNDING AND CONSUMMATION DATESUCH ENCUMBRANCE OR PLEDGE AGREES TO BE BOUND BY THE PROVISIONS OF THESE RESTRICTIONS TO THE SAME EXTENT AS THE HOLDER THEREOF)]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEABOVE (AS IT MAY BE REDUCED AS PROVIDED HEREIN).

Transfer Restrictions. Unless otherwise agreed by TCI(a) Each Class A Note, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding Class B Note and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement Class C Note will bear a legend substantially to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in the form set forth below and containing such other information as TCI may deem necessary or appropriatean Officer’s Certificate) consistent with applicable law: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATENOTE BY ITS ACCEPTANCE OF THIS NOTE, THE ISSUER AGREES AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REMOVE THIS RESTRICTIVE LEGEND REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY STOP ORDER PLACED APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) (A) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW AND (B) IF IT IS A BENEFIT PLAN, ITS DECISION TO ACQUIRE SUCH NOTE (OR INTEREST THEREIN) HAS BEEN MADE BY A FIDUCIARY WHICH IS AN “INDEPENDENT FIDUCIARY WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEFINANCIAL EXPERTISE” AS DESCRIBED IN 29 C.F.R. 2510.3-21(c)(1). BENEFIT PLANS OR PLANS SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

Transfer Restrictions. Unless otherwise agreed by TCI, The Stockholder hereby agrees that except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 PARAGRAPH 7(B) (or partnerships or trusts for the benefit of the Stockholders Stockholder or family members, or trusts in which the Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years twelve (12) months from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders shall Stockholder will not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any of the shares of TCI Invatec Common Stock received by the Stockholders in the MergerStockholder pursuant to this Agreement. The certificates evidencing the TCI Invatec Common Stock delivered to the Stockholders Stockholder pursuant to Section 3 of this Agreement which are subject to this restriction will bear a legend substantially in the form set forth below and containing such other information as TCI Invatec may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF INVATEC, AND THE ISSUER INVATEC SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY THE EXPIRATION OF FUNDING AND CONSUMMATION DATE]TWELVE (12) MONTHS FROM THE DATE OF THIS CERTIFICATE. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER INVATEC AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless You may not sell, give or otherwise agreed by TCItransfer any interest in the Option, except for transfers that the Option may be assigned or otherwise transferred by you in the following circumstances: (i) by will or the laws of descent and distribution; (ii) by valid beneficiary designation taking effect at death made in accordance with procedures established by the Committee; or (iii) by gift to members of your immediate family. Any Option held by a transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to the transfer, except that the Option will be transferable by the transferee only by will or the laws of descent and distribution and may be exercised only by the transferee. For purposes of the above, “immediate family” means your children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brother and sisters), nieces, nephews, in-laws, including adoptive relationships, any person sharing your household (other than a tenant or employee), a trust in which these persons have the sole beneficial ownership, a foundation in which you or these persons control the management of assets, and any other entity in which you or these persons own 100% of the voting interests. In addition, any transfer of the Option to an immediate family members who member is subject to the following conditions: (a) you must immediately provide notice to the Company of such transfer and provide such information about the transferee as the Company may request (including, but not limited to, name of transferee, address of transferee, and taxpayer identification number); (b) he transferee may not make any subsequent transfer (except by will or the laws of descent and distribution); (c) any Shares issued to a transferee upon exercise may bear such legends as deemed appropriate by the Company; (d) the Company has no obligation to deliver any Shares following an exercise until all applicable withholding taxes are satisfied; (e) you agree to be bound deliver a copy of this Agreement, including any amendments thereto, to the transferee. Any attempted assignment or other transfer by you or your successor in interest after your death of any interested in the restrictions set forth in this Section 15.1 (or partnerships or trusts for Option other than as permitted above may immediately become null and void and of no further validity, at the benefit discretion of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVECommittee.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 13.1 (or partnerships or trusts for the benefit of the Stockholders Seller or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 15 hereof, none of the Stockholders Seller shall not (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI DocuNet Common Stock received by the Stockholders Seller pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of DocuNet Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of DocuNet Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of DocuNet Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI DocuNet Common Stock delivered to the Stockholders Seller pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers If Purchaser should decide to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received the Shares to be purchased by it, Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Stockholders in Securities Act or pursuant to an exemption from registration under the MergerSecurities Act. The certificates evidencing In connection with any offer, resale, pledge or other transfer (individually and collectively, a "Transfer") of any Shares other than pursuant to an effective registration statement, the TCI Stock delivered Company may require that the transferor of such Shares provide to the Stockholders Company an opinion of counsel which opinion shall be reasonably satisfactory in form and substance to the Company, to the effect that such Transfer is being made pursuant to Section 3 an exemption from, or in a transaction not subject to, the registration requirements of this Agreement will bear a the Securities Act and any State or foreign securities Laws. Purchaser agrees to the imprinting, so long as appropriate, of substantially the following legend substantially in on certificates representing the form set forth below and containing such other information as TCI may deem necessary or appropriateShares: THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK (THE "SHARES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER AGREES THAT IT WILL NOT OFFER, EXCHANGEDRESELL, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGE OR OTHERWISE DISPOSED OFTRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SHARES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALETRANSFER AGENT SUCH CERTIFICATIONS, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT LEGAL OPINIONS OR OTHER DISPOSITION PRIOR INFORMATION AS THEY MAY REASONABLY REQUIRE TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE WRITTEN REQUEST REGISTRATION REQUIREMENTS OF THE HOLDER OF THIS CERTIFICATESECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW. The legend set forth above may be removed if and when the Shares, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEas the case may be, represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act or the opinion of counsel referred to above has been provided to the Company. The share certificates shall also bear any additional legends required by applicable federal, state or foreign securities Laws, which legends may be removed when, in the opinion of counsel to the Company, the same are no longer required under the applicable requirements of such securities Laws. Purchaser agrees that, in connection with any Transfer of Shares by it pursuant to an effective registration statement under the Securities Act, Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares.

Transfer Restrictions. Unless Holdings agrees (and agrees to cause all of its members and any subsequent transferees thereof to so agree) that (i) it will not, directly or indirectly, offer, sell, assign, transfer, grant or sell a participation in, pledge or otherwise agreed by TCIdispose of the Warrant or Warrant Shares (or solicit any offers to buy or otherwise acquire, except for transfers or take a pledge of, any Warrant) unless such Warrant or Warrant Shares are registered and/or qualified under the Securities Act and applicable state securities laws, or unless an exemption from the registration or qualification requirements is otherwise available; provided, that Holdings may transfer the Warrant (or part of its interest therein) or Warrant Shares to immediate family members who agree Investors, RRD and each Symphony Fund, and Investors (but not any other member of Holdings) may further distribute Warrants or Warrant Shares to its respective members; (ii) (A) no transfer of such Warrant, or (B) with respect to a private placement of the Warrant Shares, no transfer of such Warrant Shares shall be bound by effective or recognized unless the transferor and the transferee make the representations and agreements contained herein and furnish to Dynavax such certifications and other information as Dynavax may reasonably request to confirm that any proposed transfer complies with the restrictions set forth herein and any applicable laws; and (iii) (x) Warrants may only be transferred in this Section 15.1 minimum denominations representing the right to purchase at least 50,000 Warrant Shares, and (y) prior to the registration of Warrant Shares as contemplated in the Registration Rights Agreement, the Warrant Shares may only be transferred in minimum denominations of at least 50,000 Warrant Shares; provided, however, that in the event that any holder of a Warrant or partnerships Warrant Shares holds a Warrant representing the right to purchase less than 50,000 Warrant Shares, or trusts for holds less than 50,000 Warrant Shares, as the benefit case may be, such holder shall be entitled to exercise all, but not less than all, of the Stockholders or family membersfull amount of such Warrant and sell all, but not less than all, such Warrant Shares delivered to it in connection therewith, notwithstanding the trustees or partners fact that the number of which such Warrant Shares is less than 50,000; provided, further, that Holdings agrees (and agrees to cause its members and any subsequent transferees thereof to so agree), for that with respect to a period Warrant, such holder of two years from the Funding and Consummation Datea Warrant will not sell or otherwise transfer any Warrant, except pursuant in private placements to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEAccredited Investors.

Transfer Restrictions. Unless otherwise agreed by TCIPentacon, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or trusts or partnerships or trusts for the benefit of charities, the Stockholders or Stockholder, family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders Stockholder shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Pentacon Stock received by the Stockholders Stockholder in the Merger. The certificates evidencing the TCI Pentacon Stock delivered to the Stockholders Stockholder pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Pentacon may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of any shares of TCI TSII Stock received by the Stockholders STOCKHOLDERS as described in the MergerSection 3.1. The certificates evidencing the TCI TSII Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will shall bear a legend substantially in the form set forth below and containing such other information as TCI TSII may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATEfirst anniversary of Closing Date]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEABOVE (AS IT MAY BE REDUCED AS PROVIDED HEREIN).

Transfer Restrictions. Unless otherwise agreed by TCISubject in all cases to compliance with applicable federal and state securities laws, and in no case earlier than twelve (12) months following the Closing Date, unless Clarant in its sole discretion shall consent otherwise, except for pursuant to Article 17 hereof, gratuitous transfers to not-for-profit third parties and transfers to immediate family members members, in each case who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders Members or their immediate family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, ) none of the Stockholders Members shall (a) sell, assign, exchange, transfer, encumberEncumber, pledge, distribute, appoint, appoint or otherwise dispose of (i) any shares of TCI Clarant Common Stock received by the Stockholders Members in the MergerMerger or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of Clarant Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of Clarant Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of Clarant Common Stock acquired pursuant to Article 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the Members may encumber or pledge any of such shares of Clarant Common Stock provided the pledgee or other beneficiary of such encumbrance or pledge agrees to be bound by the provisions of this Section as if a Member and party hereto. The certificates evidencing the TCI Clarant Common Stock delivered to the Stockholders Members pursuant to Section Article 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Clarant may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR [(PROVIDED, HOWEVER, THAT SUCH SHARES MAY BE ENCUMBERED OR PLEDGED PROVIDED THE PLEDGEE OR OTHER BENEFICIARY OF SUCH ENCUMBRANCE OR PLEDGE AGREES TO [SECOND ANNIVERSARY BE BOUND BY THE PROVISIONS OF FUNDING AND CONSUMMATION DATE]. UPON THESE RESTRICTIONS TO THE WRITTEN REQUEST OF SAME EXTENT AS THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVETHEREOF).

Transfer Restrictions. Unless otherwise agreed by TCIHome, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders Stockholder or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders Stockholder shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Home Stock received by the Stockholders Stockholder in the Merger. The certificates evidencing the TCI Home Stock delivered to the Stockholders Stockholder pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Home may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except (a) Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 11.2 (or partnerships or trusts for the benefit of the Stockholders Stockholder or family members, the trustees or partners of which so agree), and except for sales in accordance with Section 7.11, for a period of two (2) years from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders Stockholder shall not (a) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of (i) any shares of TCI PalEx Common Stock received by the Stockholders Stockholder in the Merger, or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of PalEx Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of PalEx Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of PalEx Common Stock acquired pursuant to Section 2.2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI PalEx Common Stock delivered to the Stockholders Stockholder pursuant to Section 3 2.2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI PalEx may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED DISTRIBUTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT DISTRIBUTION OR OTHER DISPOSITION DISPOSITION, PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]TO_____________, 1999. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed Except as expressly provided herein, the Restricted Stock Units are not transferable (voluntarily or involuntarily) other than by TCI, except for transfers will or the laws of descent and distribution or pursuant to immediate family members who agree to be bound a qualified domestic relations order as defined by the restrictions set forth in this Section 15.1 Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “QDRO”), and may not otherwise be assigned, pledged, hypothecated or partnerships otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the award provided for herein shall immediately become null and void, and the Restricted Stock Units shall be immediately forfeited. Notwithstanding the foregoing, the Restricted Stock Units are transferable by the Grantee to (i) the children or grandchildren of the Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of the Stockholders or family members, the trustees or partners of which so agreesuch Immediate Family Members (“Immediate Family Member Trusts”), for or (iii) a period partnership or partnerships in which such Immediate Family Members have at least ninety‑nine percent (99%) of two years from the Funding equity, profit and Consummation Date, loss interests (“Immediate Family Member Partnerships”). Subsequent transfers of a transferred Restricted Stock Unit shall be prohibited except by will or the laws of descent and distribution or pursuant to Section 17 hereofa QDRO, none of unless such transfers are made to the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, original Grantee or otherwise dispose of any shares of TCI Stock received by a person to whom the Stockholders original Grantee could have made a transfer in the Mergermanner described herein. The certificates evidencing the TCI Stock delivered No transfer shall be effective unless and until written notice of such transfer is provided to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially Committee, in the form set forth below and containing such other information manner prescribed by the Committee. Following transfer, the Restricted Stock Units shall continue to be subject to the same terms and conditions as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDwere applicable immediately prior to transfer, ASSIGNEDand, EXCHANGEDexcept as otherwise provided herein, TRANSFERREDthe term “Grantee” shall be deemed to refer to the transferee. The consequences of termination of employment shall continue to be applied with respect to the original Grantee, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEfollowing which the Restricted Stock Units shall be exercisable by the transferee only to the extent and for the periods specified in the Plan and this Agreement.

Transfer Restrictions. Unless otherwise agreed by TCIIES, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 8.2 (or partnerships or trusts for the benefit of the Stockholders or family members, or trusts in which a Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereofdate of this Agreement, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI IES Common Stock received by the Company Stockholders in the Mergerpursuant to this Agreement. The certificates evidencing the TCI IES Common Stock delivered to the Company Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI IES may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF IES, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [THE SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed (a) The Purchaser agrees to the imprinting, so long as is required by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 4.1, of a legend on any of the Stockholders or family membersSecurities in the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, the trustees or partners of which so agreeAS AMENDED (THE “SECURITIES ACT”), for a period of two years from the Funding and Consummation DateAND, except pursuant to Section 17 hereofACCORDINGLY, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ASSIGNEDOR IN A TRANSACTION NOT SUBJECT TO, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE ISSUER SHALL NOT SECURITIES ISSUABLE UPON EXERCISE] OF THIS SECURITY] MAY BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 13.1 (or partnerships or trusts for the benefit of the Stockholders Seller or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 15 hereof, none of the Stockholders Seller shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI DocuNet Common Stock received by the Stockholders Seller pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of DocuNet Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of DocuNet Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of DocuNet Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI DocuNet Common Stock delivered to the Stockholders Seller pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCIThe Purchaser acknowledges that, except for transfers to immediate family members who agree to be bound by as provided in the restrictions set forth Registration Rights Agreement, (1) neither (i) the Initial Shares, the Initial Warrants, the Supplemental Warrant or the Common Stock issuable upon conversion of, or in this Section 15.1 (lieu of dividend payments on, the Initial Shares or partnerships or trusts for the benefit upon exercise of the Stockholders or family membersInitial Warrants, nor (ii) if the Supplemental Warrant is exercised, the trustees Additional Shares, the Additional Warrants or partners the Common Stock issuable upon conversion of, or in lieu of which so agree)dividend payments on, for a period the Additional Shares or upon exercise of two years from the Funding Additional Warrants, have been, or are being, registered under the Securities Act, and Consummation Date, except such securities may not be transferred unless (A) subsequently registered thereunder or (B) they are transferred pursuant to an exemption from such registration; and (2) any sale of (i) the Initial Shares, the Initial Warrants, the Supplemental Warrant or the Common Stock issuable upon conversion or exchange thereof (collectively, the "Initial Securities") or (ii) if the Supplemental Warrant is exercised, the Additional Shares, the Additional Warrants or the Common Stock issuable upon conversion or exchange thereof, (the "Additional Securities" and, collectively with the Initial Securities, the "Securities") made in reliance upon Rule 144 under the Securities Act may be made only in accordance with the terms of said Rule. The provisions of Section 17 4(a) and 4(b) hereof, none together with the rights of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of Purchaser under this Agreement will bear a legend substantially in and the form set forth below other Primary Documents, shall be binding upon any subsequent transferee of the Preferred Stock and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEthe Stock Purchase Warrants.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for For a period of two years one year from the Funding and Consummation Closing Date, except pursuant to Section 17 16 hereof, none of the Stockholders STOCKHOLDERS shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, appoint or otherwise dispose of (a) any shares of TCI CTS Stock received by the Stockholders STOCKHOLDERS pursuant to the terms hereunder or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of CTS Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of CTS Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of CTS Stock acquired pursuant to Section 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the STOCKHOLDERS may (x) transfer shares of CTS Stock to immediate family members (or trusts for the benefit of the STOCKHOLDERS or family members, the trustees of which so agree) or (y) encumber or pledge any of such shares of CTS Stock; provided, that the family member, trust, trustee, pledgee or other beneficiary of such transfer, encumbrance or pledge, as the case may be, agrees in writing prior to such transaction to be bound by (1) the provisions of this Section as if a STOCKHOLDER and party hereto and (2) the indemnification provisions set forth in this Agreement as if a STOCKHOLDER and party hereto. The certificates evidencing the TCI CTS Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI CTS may deem necessary or appropriate: EXCEPT AS PROVIDED BY THAT CERTAIN AGREEMENT AND PLAN OF ORGANIZATION, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY FOR PUBLIC INSPECTION, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION THE CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by (a) This Warrant and the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders Warrant Shares shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend in substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing form: THIS WARRANT AND THE SHARES REPRESENTED BY SECURITIES ISSUABLE UPON EXERCISE, CONVERSION OR EXCHANGE OF THIS CERTIFICATE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR PURSUANT TO THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED HYPOTHECATED OR OTHERWISE DISPOSED OFASSIGNED, EXCEPT PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT, (B) RULE 144 UNDER THE ACT, OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT, PROVIDED THAT IN THE CASE OF (C) ABOVE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE IS FURNISHED TO THE ISSUER SHALL NOT COMPANY STATING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. AN INVESTOR SHOULD BE AWARE THAT IT MAY BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALEBEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT CONVERSION OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER EXCHANGE OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEWARRANT FOR AN INDEFINITE PERIOD OF TIME.

Transfer Restrictions. Unless You may not sell, give or otherwise agreed by TCItransfer any interest in the Option, except for transfers that the Option may be assigned or otherwise transferred by you in the following circumstances: (i) by will or the laws of descent and distribution; (ii) by valid beneficiary designation taking effect at death made in accordance with procedures established by the Committee; or (iii) by gift to members of your immediate family. Any Option held by a transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to the transfer, except that the Option will be transferable by the transferee only by will or the laws of descent and distribution and may be exercised only by the transferee. For purposes of the above, “immediate family” means your children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brothers and sisters), nieces, nephews, in-laws, including adoptive relationships, any person sharing your household (other than a tenant or employee), a trust in which these persons have the sole beneficial ownership, a foundation in which you or these persons control the management of assets, and any other entity in which you or these persons own 100% of the voting interests. In addition, any transfer of the Option to an immediate family members who member is subject to the following conditions: (a) you must immediately provide notice to the Company of such transfer and provide such information about the transferee as the Company may request (including, but not limited to, name of transferee, address of transferee, and taxpayer identification number); (b) the transferee may not make any subsequent transfer (except by will or the laws of descent and distribution); (c) any Shares issued to a transferee upon exercise may bear such legends as deemed appropriate by the Company; (d) the Company has no obligation to deliver any Shares following an exercise until all applicable withholding taxes are satisfied; (e) you agree to be bound deliver a copy of this Agreement, including any amendments thereto, to the transferee. Any attempted assignment or other transfer by you or your successor in interest after your death of any interests in the restrictions set forth in this Section 15.1 (or partnerships or trusts for Option other than as permitted above may immediately become null and void and of no further validity, at the benefit discretion of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVECommittee.

Transfer Restrictions. Unless (a) Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Series B Preferred Stock or such other period of time as permitted by Rule 144 or any successor provision thereto and (2) such later date, if any, as may be required by applicable law, any certificate evidencing the Series B Preferred Stock (and all securities issued in exchange therefor or substitution thereof, other than Common Stock of the Corporation, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 13(c), if applicable) shall bear a legend in substantially the following form (unless such shares of Series B Preferred Stock have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by TCIthe Corporation in writing with written notice thereof to the Transfer Agent): THIS SERIES B CONVERTIBLE PREFERRED STOCK AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 IF ANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agreeTHE “SECURITIES ACT”), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the MergerOR ANY STATE SECURITIES LAWS. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: NONE OF THE SHARES REPRESENTED BY THIS CERTIFICATE OF SERIES B CONVERTIBLE PREFERRED STOCK OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK, IF ANY, AND ANY INTEREST OR PARTICIPATION THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGED OR OTHERWISE DISPOSED OF, AND TRANSFERRED EXCEPT IN ACCORDANCE WITH THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]FOLLOWING SENTENCE. UPON THE WRITTEN REQUEST BY ITS ACQUISITION OF THE HOLDER SERIES B CONVERTIBLE PREFERRED STOCK EVIDENCED HEREBY OR OF THIS CERTIFICATEA BENEFICIAL INTEREST THEREIN, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.ACQUIRER:

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth Except as provided in this Section 15.1 (or partnerships or trusts for 4, the benefit Subscribers acknowledge that none of the Stockholders Consideration Shares or family membersthe Warrants or the shares of Common Stock issuable upon exercise of the Warrant (“Warrant Shares”) has been, or is being, registered under the Securities Act, and such Consideration Shares, Warrants and Warrant Shares may not be sold, transferred or assigned (but may be pledged pursuant to a bona-fide non-transferable pledge to an unaffiliated third-party that is notified to the Company in advance) unless subsequently registered thereunder or pursuant to an exemption from registration specified in an opinion of counsel satisfactory to the Company; provided that the Subscribers may transfer the Consideration Shares, the trustees or partners Warrants and the Warrant Shares to an affiliate (as such term is defined under the Securities Act) with the prior written consent of which so agree)the Company. More specifically, the Subscribers agree for a period of two years twelve (12) months from the Funding Closing Date not to avail themselves of any exemption from registration under the Securities Act in connection with any sale, transfer or assignment of the Consideration Shares, the Warrants or the Warrant Shares. Thereafter Subscribers may only sell, transfer or assign Common Stock in an aggregate amount not to exceed (i) 1,050,000 shares of Common Stock beginning on the first anniversary of the Closing Date; (ii) 2,050,000 shares of Common Stock beginning on the second anniversary of the Closing Date; and Consummation (iii) 3,050,000 shares of Common Stock beginning on the third anniversary of the Closing Date; provided, except further, that Subscribers shall not sell, transfer or assign more than an aggregate amount of 500,000 shares of Common Stock during any calendar quarter. All sales, transfers and assignments of Common Stock shall be made in accordance with the Company's then current Xxxxxxx Xxxxxxx Policy and applicable trading windows as if such Subscriber were a Company employee. The provisions of Sections 4(a) and 4(b) hereof, together with the rights and obligations of the Subscribers under the Warrants, shall be binding upon any transferees of the Consideration Shares, the Warrants and the Warrant Shares pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchangeany sale, transfer, encumber, pledge, distribute, appoint, assignment or otherwise dispose of any shares of TCI Stock received by pledge hereunder not previously registered under the Stockholders Securities Act or sold in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to accordance with this Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE4(a).

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 17 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Dateconsummation of the IPO (unless the IPO shall not be consummated by May 31, 1999), except pursuant to Section 17 hereof19, none of the Stockholders no Stockholder shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders such Stockholder in the Merger. The certificates evidencing the TCI Parent Stock delivered to the Stockholders pursuant to Section 3 4 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Parent may deem necessary or appropriate: EXCEPT AS OTHERWISE PERMITTED BY THE SHARES REPRESENTED BY ISSUER, THIS CERTIFICATE SECURITY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND THE CONSUMMATION DATE]OF ISSUER'S INITIAL UNDERWRITTEN PUBLIC OFFERING ("IPO"). UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEABOVE OR AFTER -, IF THE IPO HAS NOT BEEN CONSUMMATED BY THAT DATE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the MergerExchange. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. NOTWITHSTANDING THE FOREGOING, THIS SECTION 15 SHALL NOT APPLY TO THE ESOP.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDERS or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI CSI Stock as described in Section 3.1 received by the Stockholders STOCKHOLDERS in the MergerExchange. The certificates evidencing the TCI CSI Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI CSI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers If Prudential should decide to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders Acquisition Common Stock, Prudential understands and agrees that it may do so only pursuant to Section 3 of this Agreement will bear a legend substantially in an effective registration statement under the form set forth below and containing such other information as TCI may deem necessary Securities Act or appropriate: pursuant to an exemption from registration under the Securities Act. In THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK (THE "SHARES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER AGREES THAT IT WILL NOT OFFER, EXCHANGEDRESELL, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGE OR OTHERWISE DISPOSED OFTRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SHARES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO MERIDIAN AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALETRANSFER AGENT SUCH CERTIFICATIONS, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT LEGAL OPINIONS OR OTHER DISPOSITION PRIOR INFORMATION AS THEY MAY REASONABLY REQUIRE TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE WRITTEN REQUEST REGISTRATION REQUIREMENTS OF THE HOLDER OF THIS CERTIFICATESECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW. The legend set forth above may be removed if and when the Acquisition Common Stock represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act or the opinion of counsel referred to above has been provided to Meridian. The share certificates shall also bear legends regarding permitted ownership levels of Acquisition Common Stock and any additional legends required by applicable Federal, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEState or foreign securities Laws or necessary under applicable tax Laws, which legends may be removed when, in the opinion of counsel to Meridian, the same are no longer required under the Charter or the applicable requirements of such securities or tax Laws. Prudential agrees that, in connection with any Transfer of Acquisition Common Stock by it pursuant to an effective registration statement under the Securities Act, Prudential will comply with all prospectus delivery requirements of the Securities Act. Meridian makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Acquisition Common Stock.

Transfer Restrictions. Unless otherwise agreed by TCIPentaStar, except for transfers by a Shareholder to (a) immediate family members of such Shareholder who agree to be bound by the restrictions set forth in this Section 15.1 5.9 (or and a copy of such agreement is furnished to PentaStar prior to the transfer), (b) trusts, limited partnerships or trusts other estate planning entities for the benefit of the Stockholders such Shareholder or family membersmembers of such Shareholder, the trustees trustees, partners or partners other persons having authority to bind the trust, limited partnership or other estate planning entity of which so agreeagree to be bound by such restrictions (and a copy of such agreement is furnished to PentaStar prior to the transfer), or (c) any charitable organization that qualifies for a period receipt of two years from the Funding and Consummation Date, except pursuant to charitable contributions under Section 17 hereof, none 170(c) of the Stockholders shall Code and such organization agrees to be bound by such restrictions (and a copy of such agreement is furnished to PentaStar prior to the transfer), each Shareholder agrees that such Shareholder will not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, pledge or otherwise dispose of at any time prior to the date which is 18 months after the Closing any of the PentaStar Shares received by such Shareholder as part of the Purchase Price. Thereafter, up to 33.33% of the PentaStar Shares received as part of the Purchase Price by such Shareholder may be resold at any time, and an additional 16.67% of the PentaStar Shares received as part of the Purchase Price by the Shareholder may be resold by the Shareholder beginning 24 months after the Closing. Any remaining PentaStar Shares may not be sold until the earlier to occur of (x) sale of all or substantially all of the assets or outstanding shares of TCI Stock received PentaStar, whether by way of merger, acquisition or other method (except a merger or consolidation immediately after which the Stockholders in Persons who were shareholders of PentaStar before the Mergertransaction own a majority of the outstanding equity securities of the surviving or resulting entity) or (y) October 26, 2004. The certificates evidencing Certificates for the TCI Stock PentaStar Shares delivered to the Stockholders Shareholder pursuant to Section 3 of this the Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatelong as applicable: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 1, 2000 (THE "AGREEMENT"), BY AND AMONG THE ISSUER, THE SHAREHOLDERS OF PARTEL, INC. AND PARTEL, INC. PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD SET FORTH IN THE AGREEMENT, SUCH SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT PLEDGE OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]WHICH VIOLATES THE AGREEMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER RELATING TO THIS RESTRICTIVE LEGEND PLACED WITH THE TRANSFER AGENT) AFTER WHEN THE DATE SPECIFIED ABOVEAPPLICABLE HOLDING PERIOD HAS EXPIRED. PentaStar shall issue separate certificates to the Shareholder representing the shares of PentaStar Shares subject to each of the three periods of restriction contemplated by this Section 5.9. The restrictions set forth along in this Section 5.9 shall be in addition to any restrictions on transfer imposed by the Securities Act and applicable state securities laws set forth in Section 3.2 and otherwise required by law. Each Shareholder also agrees to comply with such restrictions.

Transfer Restrictions. Unless otherwise agreed by TCIIES, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, or trusts in which a Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI IES Stock received by the Stockholders in the Mergerpursuant to this Agreement. The certificates evidencing the TCI IES Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI IES may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF IES, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [THE SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.THE

Transfer Restrictions. Unless Each Warrant (including each Warrant issued upon the transfer of any Warrant) shall be stamped or otherwise agreed by TCIimprinted with a legend in substantially the following form: THIS WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 AS AMENDED (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agreeTHE "1933 ACT"), OR UNDER ANY APPLICABLE STATE LAWS. THIS WARRANT HAS BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THIS WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THIS WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF _______________, 2001, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICES OF THE COMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY. Each certificate for a period Common Stock issued upon the exercise of two years from any Warrant, and each certificate issued upon the Funding and Consummation Datetransfer of any such Common Stock, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, be stamped or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear imprinted with a legend in substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTEDTRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, APPOINTED OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE DISPOSED OF, IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGEPLEDGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT ASSIGNMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF _______________, 2001, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICES OF THE COMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATECERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. Subject to the foregoing, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEthe shares of Common Stock issuable upon exercise of this Warrant are freely transferable at any time.

Transfer Restrictions. Unless otherwise agreed Prior to a Qualified IPO, each Stockholder shall sign customary lock-ups requested by TCIthe managing underwriter in the Qualified IPO (the "QIPO Lock-Up"). Following such Qualified IPO, except for transfers to immediate family members who agree the Stockholders shall not Transfer any shares of Common Stock (i) until the expiration or waiver by the managing underwriter in the Qualified IPO of the QIPO Lock-Up and (ii) until the first anniversary of such Qualified IPO (the "Transfer Restriction Period"), without the consent of Linens Investors, such consent not to be bound unreasonably withheld. Upon the Company's receipt of notice (a "Transfer Request Notice") from any Stockholder other than Silver Point or a Silver Point Fund Affiliate (an "Initiating Transfer Party") requesting the consent of Linens Investors for any Transfer during the Transfer Restriction Period, the Company shall promptly forward to all other Stockholders, other than Silver Point or a Silver Point Fund Affiliate, by facsimile a copy of such Transfer Request Notice (a "Notice of Receipt of Transfer Request"). If the Company receives a Transfer Request Notice from any Stockholder other than the Initiating Transfer Party and other than Silver Point or a Silver Point Fund Affiliate (an "Additional Transfer Party") during the five (5) business day period (the "Transfer Request Period") after the date of delivery by the restrictions Company of the Notice of Receipt of Transfer Request (the number of Securities requested to be Transferred in all of such Transfer Request Notices, the "Transfer Requested Securities") and Linens Investors determines pursuant hereto to allow the Transfer of some, but not all, of the Transfer Requested Securities of the Initiating Transfer Party and all Additional Transfer Parties set forth in this Section 15.1 the Transfer Request Notice received during such Transfer Request Period (or partnerships or trusts for the benefit "Permitted Transfer Requested Securities"), then each Initiating Transfer Party and Additional Transfer Party shall be permitted to sell its pro rata portion of the Stockholders or family members, Permitted Transfer Requested Securities based on the trustees or partners aggregate amount of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant Securities requested to Section 17 hereof, none be transferred by each of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by Initiating Transfer Party and the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered Additional Transfer Parties relative to the Stockholders pursuant to Section 3 total amount of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVETransfer Requested Securities.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 13.1 (or partnerships or trusts for the benefit of the Stockholders Sellers or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 15 hereof, none of the Stockholders Sellers shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI DocuNet Common Stock received by the Stockholders Sellers pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of DocuNet Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of DocuNet Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of DocuNet Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI DocuNet Common Stock delivered to the Stockholders Sellers pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by (a) Provided that the restrictions set forth Company is then in this Section 15.1 (or partnerships or trusts for compliance with the benefit of the Stockholders or family memberscurrent public information requirements under Rule 144, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered Shares shall not contain any legend. In the event that, after the date hereof, the Company is not in compliance with the public information requirements (“Public Information Failure”), the Holder shall return any Shares then held by the Holder and a new certificate representing such Shares shall be issued to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in Holder with the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ASSIGNEDOR IN A TRANSACTION NOT SUBJECT TO, EXCHANGEDTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SUBSTANCE OF WHICH SHALL NOT BE REQUIRED REASONABLY ACCEPTABLE TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Transfer Restrictions. Unless otherwise agreed by TCI(a) The Trustee shall not authenticate and deliver to any Person any Fixed Base Certificate unless it contains a legend in substantially the following form: THIS CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 AS AMENDED (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agreeTHE 1933 ACT), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the MergerOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY CERTIFICATES ARE ELIGIBLE FOR PURCHASE PURSUANT TO RULE 144A UNDER THE 1933 ACT. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 6.2 OF THE SERIES 1999-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN AND (B) IS MADE EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (ii) IN A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (iv) BELOW) EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS, (iii) TO GOTTSCHALKS CREDIT RECEIVABLES CORPORATION (THE DEPOSITOR) OR (iv) TO A PERSON WHO THE TRANSFEROR OF THIS CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR TO AN INSTITUTIONAL ACCREDITED INVESTOR UNDER RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT. IN THE EVENT THAT THE TRANSFER OF A CERTIFICATE IS TO BE MADE AS DESCRIBED IN CLAUSE (ii) OF THE PRECEDING SENTENCE, THE PROSPECTIVE INVESTOR IS REQUIRED TO DELIVER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THE PROSPECTIVE TRANSFEREE IN A TRANSFER OF A CERTIFICATE TO BE MADE AS DESCRIBED IN CLAUSES (ii) AND (iv) ABOVE MUST DELIVER TO THE TRUSTEE A REPRESENTATION LETTER REQUIRED BY SECTION 6.2 OF THE SERIES 1999-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. PROSPECTIVE PURCHASERS OF THE CERTIFICATES ARE HEREBY NOTIFIED THAT THE SELLER OF ANY CERTIFICATES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A UNDER THE ACT. THIS CERTIFICATE OR A BENEFICIAL INTEREST HEREIN MAY NOT BE SOLDTRANSFERRED UNLESS THE TRUSTEE HAS RECEIVED (I) A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN, ASSIGNEDTRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, EXCHANGEDAS AMENDED (ERISA), TRANSFERREDOR SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, ENCUMBEREDAS AMENDED (THE CODE), PLEDGEDOR A GOVERNMENTAL PLAN DEFINED IN SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE SUBJECT TO ANY FEDERAL STATE OR LOCAL LAW WHICH IS, DISTRIBUTEDTO A MATERIAL EXTENT, APPOINTED SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR OTHERWISE DISPOSED OFTHE CODE (SIMILAR LAW) (EACH, A BENEFIT PLAN) AND IS NOT AN ENTITY INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR AN INSURANCE COMPANY GENERAL ACCOUNT IF THE ISSUER ASSETS IN ANY SUCH ACCOUNTS CONSTITUTE PLAN ASSETS FOR PURPOSES OF REGULATION SECTION 2510.3-101 OF ERISA, WHOSE UNDERLYING ASSETS INCLUDE BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN THE ENTITY (SUCH BENEFIT PLAN OR ENTITY, A BENEFIT PLAN INVESTOR) AND (II) A CERTIFICATE TO THE EFFECT THAT IF THE TRANSFEREE IS A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION FOR FEDERAL INCOME TAX PURPOSES (A FLOW-THROUGH ENTITY), ANY CERTIFICATES OWNED BY SUCH FLOW-THROUGH ENTITY WILL REPRESENT LESS THAN 50% OF THE VALUE OF ALL THE ASSETS OWNED BY SUCH FLOW-THROUGH ENTITY AND NO SPECIAL ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FROM SUCH CERTIFICATES WILL BE MADE AMONG THE BENEFICIAL OWNERS OF SUCH FLOW-THROUGH ENTITY. IN ADDITION, NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL NOT BE REQUIRED TO GIVE PERMITTED UNLESS IMMEDIATELY AFTER GIVING EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, SUCH RESALE OR OTHER TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVETHERE WOULD BE FEWER THAN 100 CERTIFICATEHOLDERS.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 14.1 (or partnerships or trusts for the benefit of the Stockholders Seller, Shareholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 16 hereof, none of neither the Stockholders Seller nor the Shareholders shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI DocuNet Common Stock received by the Stockholders Seller pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of DocuNet Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of DocuNet Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of DocuNet Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the Seller may transfer such the shares of DocuNet Common Stock to the Shareholders, subject to the Shareholders holding such shares subject to the restrictions set forth in this Agreement. The certificates evidencing the TCI DocuNet Common Stock delivered to the Stockholders Seller pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who (a) Legend. Purchaser agree to be bound the imprinting, so long as it is required by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit 4.1, of a legend on any of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders Securities in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing form: (NEITHER) THIS SECURITY (NOR THE SHARES REPRESENTED BY SECURITIES (FOR) WHICH THIS CERTIFICATE SECURITY IS EXERCISABLE) HAS NOT BEEN REGISTERD WITH THE SECURTIES AND EXCHANGE COMMISSION 0 RTHE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT") AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ASSIGNEDOR IN A TRANSACTION NOT SUBJECT TO, EXCHANGEDTHE REGISTRATION REQUIREMETNS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, TRANSFERREDTHE SUBSTANCE OW WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. TO THE EXTENT PERMITTED BY APPICABLE SECURITIES LAWS, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, THIS SECURITY (AND THE ISSUER SHALL NOT SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY) MAY BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITIED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACTO OR OTHER LOAN SECURED BY SUCH SECURITIES. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEThe Company acknowledges and agrees that, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEto the extent permitted under applicable Securities Laws, the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer. Such pledge would not be subject to approval of the Company and no legal opinion of counsel of the pledgee, shall be required in connection therewith. Further, no notice shall be required of such pledge.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers as set forth in Section 13.2 below to immediate family members persons or entities who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)13.1, for a period of two years one year from the Funding and Consummation Date, except pursuant to Section 17 hereof, Closing Date none of the Stockholders Stockholder shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI Stock ATOW Shares received by the Stockholders Stockholder in the Merger, or (b) any interest (including, without limitation, an option to buy or sell) in any such ATOW Shares, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any ATOW Shares or any interest therein, the intent or effect of which is to reduce the risk of owning the ATOW Shares acquired pursuant to Section 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI Stock ATOW Shares delivered to the Stockholders Stockholder pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI ATOW may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATEinsert the first anniversary of the Closing Date]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members Affiliates of the Stockholder who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)14.1, for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 16 hereof, none of the Stockholders Stockholder shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of any shares of TCI QSI Stock received by the Stockholders them as described in the MergerSection 2.1. The certificates evidencing the TCI QSI Stock delivered to the Stockholders Stockholder pursuant to Section 3 2 of this Agreement will shall bear a legend substantially in the form set forth below and containing such other information as TCI QSI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION DISPOSITION, PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCIEach Class A Note, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding Class B Note and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement Class C Note will bear a legend substantially to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in the form set forth below and containing such other information as TCI may deem necessary or appropriatean Officer’s Certificate) consistent with applicable law: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATENOTE BY ITS ACCEPTANCE OF THIS NOTE, THE ISSUER AGREES AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REMOVE THIS RESTRICTIVE LEGEND REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY STOP ORDER PLACED WITH APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE TRANSFER AGENTFIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) AFTER OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE DATE SPECIFIED ABOVE.CODE OR A VIOLATION OF ANY SIMILAR LAW. 12 Form of Indenture Supplement

Transfer Restrictions. Unless otherwise agreed by TCIIES, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 8.2 (or partnerships or trusts for the benefit of the Stockholders Company Stockholder or family members, or trust in which the Company Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders Company Stockholder shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI IES Common Stock received by the Stockholders Company Stockholder pursuant to this Agreement. The restriction set forth in this Section 8.2 shall expire with respect to 25% of the MergerIES Common Stock on each of the first four anniversaries of the date of this Agreement. The certificates evidencing the TCI IES Common Stock delivered to the Stockholders Company Stockholder pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI IES may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF IES, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]THE DATES SPECIFIED IN THE AGREEMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, FOLLOWING SUCH DATES THE ISSUER AGREES TO REMOVE THIS THE RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER UPON THE DATE SPECIFIED ABOVEWRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 17 (or partnerships or trusts for the benefit of the Stockholders Stockholder or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Dateconsummation of the IPO (unless the IPO shall not be consummated by May 31, 1999), except pursuant to Section 17 hereof19, none of the Stockholders no Stockholder shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders such Stockholder in the Merger. The certificates evidencing the TCI Parent Stock delivered to the Stockholders Stockholder pursuant to Section 3 4 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Parent may deem necessary or appropriate: EXCEPT AS OTHERWISE PERMITTED BY THE SHARES REPRESENTED BY ISSUER, THIS CERTIFICATE SECURITY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND THE CONSUMMATION DATE]OF ISSUER'S INITIAL UNDERWRITTEN PUBLIC OFFERING ("IPO"). UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEABOVE OR AFTER -, IF THE IPO HAS NOT BEEN CONSUMMATED BY THAT DATE.

Transfer Restrictions. Unless otherwise agreed by TCISubject in all cases to compliance with applicable federal and state securities laws, except for transfers and in no case prior to immediate family members who agree to be bound by (x) the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit first anniversary of the Stockholders Closing Date or family members(y) the date that is six (6) months after the date on which Xxxxxxx Funding Group, Inc. has sold, transferred or otherwise disposed of all of the trustees or partners capital stock of which so agree)EFI (including, for a period without limitation, shares of two years from the Funding EFI Common Stock and Consummation Dateshares of EFI preferred stock) owned by it, except pursuant to Section 17 hereofwhichever is earlier, none of unless EFI in its sole discretion shall consent otherwise, Xxxxxx and the Stockholders shall not (a) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, appoint or otherwise dispose of (i) any shares of TCI EFI Common Stock received by him or it in connection with the Stockholders transactions contemplated hereby or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of EFI Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of EFI Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of EFI Common Stock acquired in connection with the transactions contemplated hereby. The certificates evidencing the TCI EFI Common Stock to be delivered to Xxxxxx and each Stockholder and subject to the Stockholders pursuant to Section 3 of this Agreement will restrictions described herein shall bear a legend substantially in the following form set forth below and containing contain such other legends or information as TCI EFI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY RESTRICTIVE COVENANTS IN THAT CERTAIN AGREEMENT AND PLAN OF REORGANIZATION DATED NOVEMBER 17, 1999, AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF EXCEPT IN ACCORDANCE WITH SUCH COVENANTS, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEDISPOSITION.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 14.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereofXxxxxxx 00, none xxxx of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Purchaser Stock received by the Stockholders in the Mergertransactions contemplated herein. The certificates evidencing the TCI Purchaser Stock delivered to the Stockholders pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCINEI, except for transfers to immediate family members of Shareholders who agree to be bound by the restrictions set forth in this Section 15.1 Article XII (or partnerships or trusts for the benefit of the Stockholders Shareholders or such family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Closing Date, except pursuant to Section 17 Article XIV hereof, none of the Stockholders Shareholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, transfer or otherwise dispose of any shares of TCI NEI Stock received by the Stockholders them pursuant to this Agreement, except as contemplated in the MergerSection 15.1. The certificates evidencing the TCI NEI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI NEI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED DISTRIBUTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT DISTRIBUTION OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]THE DATE HEREOF. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, Mr. Gore hereby agrees that except for transfers to immediate family members familx xxxxxxs who agree to be bound by the restrictions set forth in this Section 15.1 PARAGRAPH 8(B) (or partnerships or trusts for the benefit of the Stockholders a Stockholder or family members, or trusts in which a Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years twelve (12) months from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders shall Mr. Gore will not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose othxxxxxx xispose of any the shares of TCI Invatec Common Stock received by the Stockholders in the MergerMr. Gore pursuant to this Agreement. The certificates evidencing the TCI thx Xxxxxxc Common Stock delivered to the Stockholders Mr. Gore pursuant to Section 3 of this Agreement will bear a legend substantially in the substantiallx xx xxx form set forth below and containing such other information as TCI Invatec may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF INVATEC, AND THE ISSUER INVATEC SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY THE EXPIRATION OF FUNDING AND CONSUMMATION DATE]TWELVE (12) MONTHS FROM THE DATE OF THIS CERTIFICATE. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER INVATEC AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. Invatec represents and warrants to Mr. Collier that the shares of Invatec Common Stock delivered to Mr. Xxxxxxx xn payment of the Acquisition Consideration will be fulxx xxxxxxxxed stock with the SEC, freely transferable by Mr. Collier at any time without limitation, except as otherwise resxxxxxxx xxxer Rule 145 promulgated under the Securities Act and other applicable securities laws.

Transfer Restrictions. Unless otherwise agreed by TCI, Each Stockholder hereby agrees that except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 PARAGRAPH 8(B) (or partnerships or trusts for the benefit of the Stockholders a Stockholder or family members, or trusts in which a Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree), for a period of two years twelve (12) months from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders shall such Stockholder will not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any one-half (1/2) of the shares of TCI Invatec Common Stock received by the Stockholders in the Mergersuch Stockholder pursuant to this Agreement. The certificates evidencing the TCI Invatec Common Stock delivered to the Stockholders each Stockholder pursuant to Section 3 of this Agreement which are subject to this restriction will bear a legend substantially in the form set forth below and containing such other information as TCI Invatec may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF INVATEC, AND THE ISSUER INVATEC SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY THE EXPIRATION OF FUNDING AND CONSUMMATION DATE]TWELVE (12) MONTHS FROM THE DATE OF THIS CERTIFICATE. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER INVATEC AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders STOCKHOLDER or immediate family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDER shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders STOCKHOLDER in the Merger. The certificates evidencing the TCI Parent Stock delivered to the Stockholders STOCKHOLDER pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI PARENT may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers If Purchaser should decide to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in Shares, Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the MergerSecurities Act or pursuant to an exemption from registration under the Securities Act. The certificates evidencing In connection with any offer, resale, pledge or other transfer (individually and collectively, a "TRANSFER") of any Shares other than pursuant to an effective registration statement, the TCI Stock delivered Company may require that the transferor of such Shares provide to the Stockholders Company an opinion of counsel which opinion shall be reasonably satisfactory in form and substance to the Company, to the effect that such Transfer is being made pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary an exemption from, or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK (THE "SHARES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER AGREES THAT IT WILL NOT OFFER, EXCHANGEDRESELL, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGE OR OTHERWISE DISPOSED OFTRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SHARES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALETRANSFER AGENT SUCH CERTIFICATIONS, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT LEGAL OPINIONS OR OTHER DISPOSITION PRIOR INFORMATION AS THEY MAY REASONABLY REQUIRE TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE WRITTEN REQUEST REGISTRATION REQUIREMENTS OF THE HOLDER OF THIS CERTIFICATESECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW. The legend set forth above may be removed if and when the Shares represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act or the opinion of counsel referred to above has been provided to the Company. The share certificates shall also bear legends regarding permitted ownership levels of Shares and any additional legends required by applicable Federal, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEState or foreign securities Laws or necessary under applicable tax Laws, which legends may be removed when, in the opinion of counsel to the Company, the same are no longer required under the Charter or the applicable requirements of such securities or tax Laws. Purchaser agrees that, in connection with any Transfer of Shares by it pursuant to an effective registration statement under the Securities Act, Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers Purchaser acknowledges and agrees that the Shares are subject to immediate family members who agree to be bound by the restrictions on transfer as set forth in this Section 15.1 4.8 and in Appendix A hereto. Purchaser understands that: (a) the Shares shall not be offered, sold or partnerships or trusts for transferable in the benefit absence compliance with the provisions of the Stockholders or family membersRegulation S, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of registration under the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appointSecurities Act, or otherwise dispose of any shares of TCI Stock received by the Stockholders pursuant to an exemption therefrom or in the Merger. The certificates evidencing absence of compliance with any term of this Agreement; (b) the TCI Stock delivered Company shall provide stop transfer instructions to its transfer agent (the “Transfer Agent”) with respect to the Stockholders pursuant Shares in order to enforce the restrictions contained in this Section 3 of this Agreement will bear a legend substantially 4.8 and in Appendix A hereto; (c) hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act; and (d) each certificate representing Shares shall be in the form set forth below name of Purchaser and containing such other information as TCI may deem necessary or appropriate: shall bear substantially the following legends (in addition to any legends required under applicable securities laws): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED UNDER SECTIONS 230.901 THROUGH 230.904 OF TITLE 17 OF THE UNITED STATES CODE OF FEDERAL REGULATIONS (“REGULATION S”) OR OFFERED, SOLD, DELIVERED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. HEDGING TRANSACTION INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNEDDELIVERED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGED OR OTHERWISE DISPOSED OFTRANSFERRED TO OR HELD BY ANY ENTITY, AND THE ISSUER ASSETS OF WHICH ARE DEEMED TO INCLUDE THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”). EACH HOLDER OF THIS CERTIFICATE WHO IS A U.S. PERSON IS HEREBY NOTIFIED THAT, EXCEPT AS PROVIDED IN THE AGREEMENT, SUCH HOLDER SHALL NOT BE REQUIRED ENTITLED TO GIVE EFFECT TO RECEIVE ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]PAYMENTS UNDER THIS CERTIFICATE. UPON THE WRITTEN REQUEST OF THE HOLDER BY ITS ACCEPTANCE OF THIS CERTIFICATE, EACH HOLDER OF THIS CERTIFICATES SHALL BE DEEMED TO HAVE REPRESENTED TO AMERIGON INCORPORATED THAT SUCH HOLDER EITHER IS NOT A U.S. PERSON AND THAT SUCH HOLDER IS NOT PURCHASING THIS CERTIFICATE FOR THE ISSUER AGREES ACCOUNT OF ANY U.S. PERSON OR IS ACQUIRING THIS SECURITY IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO REMOVE THIS RESTRICTIVE LEGEND (LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND ANY STOP ORDER PLACED WITH 1287(a) OF THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEINTERNAL REVENUE CODE.”

Transfer Restrictions. Unless otherwise agreed by TCIHome, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders Owners or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of the Stockholders Owners shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Home Stock received by the Stockholders Owners in the MergerExchange. The certificates evidencing the TCI Home Stock delivered to the Stockholders Owners pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Home may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 14.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereofXxxxxxx 00, none xxxx of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders in the Mergertransaction contemplated herein. The certificates evidencing the TCI Parent Stock delivered to the Stockholders pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Parent may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by The Holder acknowledges that the restrictions set forth in this Section 15.1 (or partnerships or trusts for Warrant Shares acquired upon the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 exercise of this Agreement Warrant will bear a legend substantially in have restrictions upon resale imposed by state and federal securities laws and such Warrant Shares will be imprinted with the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing legend: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE SOLDTRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, ASSIGNEDAS AMENDED, EXCHANGED(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR ANY OTHER EXEMPTION FROM, TRANSFERREDOR IN A TRANSACTION NOT SUBJECT TO, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, (III) ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF THIS CERTIFICATEDOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION). At such time as the Warrant Shares acquired upon the exercise of this Warrant (a) have been sold pursuant to an effective registration statement under the Securities Act or (b) are transferred in reliance on Rule 144, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND provided that the Holder has provided reasonable evidence of same to the Company, the Company agrees, upon request of such Holder to take all steps necessary to promptly effect the removal of such legend, and the Company shall bear all costs associated with such removal of such legend. Without limiting the generality of the foregoing, the Company agrees to promptly (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTand in any event, within ten calendar days) AFTER THE DATE SPECIFIED ABOVEfollowing the issuance of the Warrant Shares, prepare and deliver to its transfer agent a standing instruction letter instructing the transfer agent to remove the restrictive legends from the Warrant Shares upon the Holder’s notification of the transfer agent that the Warrant Shares have been sold pursuant to an effective registration statement under the Securities Act or in reliance on Rule 144.

Transfer Restrictions. Unless otherwise agreed by TCIIES, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 8.2 (or partnerships or trusts for the benefit of the Company Stockholders or family members, or trusts in which a Company Stockholder is both the grantor and the beneficiary, the trustees or partners of which so agree)) and except in the event of the death of a Company Stockholder, for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereofdate of this Agreement, none of the Company Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI IES Common Stock received by the Company Stockholders in the Mergerpursuant to this Agreement. The certificates evidencing the TCI IES Common Stock delivered to the Company Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI IES may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFOF WITHOUT THE WRITTEN CONSENT OF IES, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [THE SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]THE EFFECTIVE TIME. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers (a) The Purchaser agrees to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit imprinting of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of following legend on any shares of TCI Stock received by the Stockholders in the Merger. The certificates certificate evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriateSecurities: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE CHARTER OF THE CORPORATION, NO PERSON MAY (1) BENEFICIALLY OWN SHARES OF STOCK IN EXCESS OF 9.8% (OR SUCH OTHER PERCENTAGE AS MAY BE PROVIDED IN THE CHARTER OF THE CORPORATION) OF THE AGRREGATE VALUE OF ALL OUTSTANDING STOCK OR (2) BENEFICIALLY OWN STOCK THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE. ANY PERSON WHO ATTEMPTS TO BENEFECIALLY OWN SHARES OF STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF THE RESTRICTIONS ON OWNERSHIP OR TRANSFER ARE VIOLATED, THE SHARES OF STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY CONVERTED INTO SHARES OF EXCESS STOCK WHICH WILL BE HELD IN TRUST BY THE COMPANY. THE COMPANY HAS THE OPTION TO REDEEM SHARES OF EXCESS STOCK UNDER CERTAIN CIRCUMSTANCES. ALL TERMS IN THIS LEGEND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED THERETO IN THE COMPANY’S CHARTER, AS THE SAME MAY BE SOLDFURTHER AMENDED FROM TIME TO TIME, ASSIGNEDA COPY OF WHICH, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR WILL BE SENT WITHOUT CHARGE TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEEACH STOCKHOLDER WHO SO REQUESTS.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 Article 12 (or partnerships or trusts for the benefit of the Stockholders Seller, the Shareholders or family members, the trustees or partners of which so agree), for a period of two years one year from the Funding and Consummation DateClosing, except pursuant to Section 17 hereof, none of neither the Stockholders Seller nor the Shareholders shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI ImageMax Common Stock received by the Stockholders Seller pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of ImageMax Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of ImageMax Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of ImageMax Common Stock acquired pursuant to this Agreement (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the Seller may transfer such the shares of ImageMax Common Stock to the Shareholders, subject to the Shareholders holding such shares subject to the restrictions set forth in this Agreement. The certificates evidencing the TCI ImageMax Common Stock delivered to the Stockholders Seller pursuant to Section 3 2 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI the Purchaser may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers to immediate family --------------------- members who agree to be bound by the restrictions set forth in this Section 15.1 11.2 ------------ (or partnerships or trusts for the benefit of the Stockholders Stockholder or family members, the trustees or partners of which so agree), and subject to the provisions of Section 7.10, for a period of two years ------------ one (1) year from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders Stockholder shall not (a) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, distribute or otherwise dispose of (i) any shares of TCI Compass Common Stock received by the Stockholders Stockholder pursuant to this Agreement, or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of Compass Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of Compass Common Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of Compass Common Stock acquired pursuant to Article II hereof (including, without limitation, engaging in put, call, short- ---------- sale, straddle or similar market transactions). The certificates evidencing the TCI Compass Common Stock delivered to the Stockholders Stockholder pursuant to Section 3 Article II of this ---------- Agreement will shall bear a legend substantially in the form set forth below and containing such other information as TCI Compass may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED DISTRIBUTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT DISTRIBUTION OR OTHER DISPOSITION DISPOSITION, PRIOR TO [SECOND INSERT FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

Transfer Restrictions. Unless otherwise agreed by TCISubject in all cases to compliance with applicable federal and state securities laws, and in no case earlier than twelve (12) months following the Closing Date, unless Clarant in its sole discretion shall consent otherwise, except for pursuant to Article 17 hereof, gratuitous transfers to not-for-profit third parties and transfers to immediate family members members, in each case who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or their immediate family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall (a) sell, assign, exchange, transfer, encumberEncumber, pledge, distribute, appoint, appoint or otherwise dispose of (i) any shares of TCI Clarant Common Stock received by the Stockholders in the MergerMerger or (ii) any interest (including, without limitation, an option to buy or sell) in any such shares of Clarant Common Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (b) engage in any transaction, whether or not with respect to any shares of Clarant Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of Clarant Common Stock acquired pursuant to Article 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). Notwithstanding the foregoing, the Stockholders may encumber or pledge any of such shares of Clarant Common Stock provided the pledgee or other beneficiary of such encumbrance or pledge agrees to be bound by the provisions of this Section as if a Stockholder and party hereto. The certificates evidencing the TCI Clarant Common Stock delivered to the Stockholders pursuant to Section Article 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI Clarant may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR [(PROVIDED, HOWEVER, THAT SUCH SHARES MAY BE ENCUMBERED OR PLEDGED PROVIDED THE PLEDGEE OR OTHER BENEFICIARY OF SUCH ENCUMBRANCE OR PLEDGE AGREES TO [SECOND ANNIVERSARY BE BOUND BY THE PROVISIONS OF FUNDING AND CONSUMMATION DATE]. UPON THESE RESTRICTIONS TO THE WRITTEN REQUEST OF SAME EXTENT AS THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVETHEREOF).

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit None of the Stockholders Notes or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none Common Stock issuable upon conversion of the Stockholders shall sellNotes have been registered under the Securities Act of 1933, assign, exchange, transfer, encumber, pledge, distribute, appoint, as amended (the “Securities Act”) or any other federal or state securities laws and these securities may not be offered for sale or resold or otherwise dispose transferred unless they are registered under the Securities Act or an applicable exemption from registration is available. Schedule B to Clean Diesel Technologies, Inc. Subordinated Convertible Notes Commitment Letter Form of any shares of TCI Stock received by the Stockholders in the MergerPromissory Note THIS SECURITY HAS NOT BEEN AND WILL NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OFTRANSFERRED BY SUCH HOLDER PRIOR TO THE LATER OF THE (X) SIX MONTHS FOLLOWING THE ISSUANCE HEREOF OR (Y) IF APPLICABLE, THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE, OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A NON-U.S. PERSON, AND THE ISSUER SHALL ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE TRANSFER AGENTSECURITIES ACT. 8% SUBORDINATED CONVERTIBLE PROMISSORY NOTE Principal Amount US$3,000,000.00 Ventura, California [______], 2011 For value received, the undersigned Clean Diesel Technologies, Inc., a Delaware corporation (“Maker”), promises to pay to Xxxxx, X.X. (“Holder”), or order, c/o S G Associates Limited, 00X Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx, X0X 0XX, the principal sum of Three Million United States Dollars ($3,000,000.00), together with interest at the rate hereinafter provided for on the unpaid principal balance of this promissory note (this “Note”) AFTER THE DATE SPECIFIED ABOVEfrom time to time outstanding until paid in full. Interest shall accrue on the unpaid and outstanding principal balance of this Note commencing on the date hereof and continuing until repayment of this Note in full at a rate per annum equal to Eight Per Cent (8.00%), with interest only payable quarterly on each March 31, June 30, September 30 and December 31, commencing June 30, 2011. The principal, along with any accrued but unpaid interest, shall be due and payable in full on May 10, 2016. The Maker shall have the right to prepay the outstanding principal and accrued interest on this Note, without penalty or premium, provided however that the Holder shall have the right, 15 days following notice of prepayment, at its option to elect to accept prepayment, convert the Note into Common Stock as herein provided or convert in part and accept prepayment in part; provided that any such conversion shall not occur prior to 75 days following an election to convert the Note into Common Stock. Maker shall make all payments hereunder to Holder in lawful money of the United States and in immediately available funds. Payments shall be applied first to accrued and unpaid interest, then to principal. The maturity of this Note may be accelerated by Holder in the event that (i) Maker is in breach or default of any of the terms, conditions or covenants of this Note or any other agreement of Maker with Holder or its affiliates or (ii) the Holder provides written notice to Maker, not less than 30 days prior to such date, that it elects to accelerate the maturity to a date not earlier than November 11, 2012.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers If Purchaser should decide to immediate family members who agree dispose of --------------------- any of the Shares to be bound purchased by it or any Underlying Shares to be issued to it upon the conversion or exchange of such Shares, Purchaser understands and agrees that it may do so only subject to the transfer restrictions set forth in this Section 15.1 the Shareholders Agreement and pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. In connection with any offer, resale, pledge or other transfer (individually and collectively, a "Transfer") of any -------- Shares or partnerships Underlying Shares other than pursuant to an effective registration statement, the Company may require that the transferor of such Shares or trusts for Underlying Shares provide to the benefit Company an opinion of counsel which opinion shall be reasonably satisfactory in form and substance to the Company, to the effect that such Transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Stockholders Securities Act and any State or family membersforeign securities Laws. Purchaser agrees to the imprinting, so long as appropriate, of substantially the trustees or partners of which so agreefollowing legend on certificates representing the Shares and any Underlying Shares: THE [8% CONVERTIBLE PREFERENCE SHARES/ORDINARY SHARES] (THE "SHARES") ------ EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), for a period of two years from the Funding and Consummation DateAND, except pursuant to Section 17 hereofACCORDINGLY, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDOFFERED OR SOLD -------------- EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, ASSIGNEDTHE HOLDER AGREES THAT IT WILL NOT OFFER, EXCHANGEDRESELL, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGE OR OTHERWISE DISPOSED OFTRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SHARES EVIDENCED HEREBY, -------- EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALETRANSFER AGENT SUCH CERTIFICATIONS, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT LEGAL OPINIONS OR OTHER DISPOSITION PRIOR INFORMATION AS THEY MAY REASONABLY REQUIRE TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE WRITTEN REQUEST REGISTRATION REQUIREMENTS OF THE HOLDER SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS CERTIFICATEA SHAREHOLDERS AGREEMENT DATED _______________, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH 1998, WHICH CONTAINS CERTAIN RESTRICTIONS ON THE TRANSFER AGENT) AFTER OF THE DATE SPECIFIED ABOVESHARES. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE AT THE REGISTERED OFFICE OF THE COMPANY. The legends set forth above may be removed if and when the Shares or Underlying Shares, as the case may be, represented by such certificate are no longer subject to the transfer restrictions set forth in the Shareholders Agreement and are disposed of pursuant to an effective registration statement under the Securities Act or the opinion of counsel referred to above has been provided to the Company. The share certificates shall also bear any additional legends required by applicable federal, state or foreign securities Laws, which legends may be removed when, in the opinion of counsel to the Company, the same are no longer required under the Memorandum of Association, the Articles of Association or the applicable requirements of such securities Laws. Purchaser agrees that, in connection with any Transfer of Shares by it pursuant to an effective registration statement under the Securities Act, Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares or Underlying Shares.

Transfer Restrictions. Unless otherwise agreed by TCI(a) Until such time as the resale of the Shares may be registered under the 1933 Act or such time as the Shares may be transferred pursuant to the provisions of Rule 144 under the 1933 Act, to the extent applicable, each certificate or other document evidencing any of the Shares shall be endorsed with the legend set forth below, and the Purchaser covenants that, except for transfers to immediate family members who agree to be bound the extent such restrictions are waived by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family membersCompany, the trustees or partners of which so agree), for a period of two years from Purchaser shall not transfer the Funding and Consummation Date, except pursuant Shares represented by any such certificate (other than to Section 17 hereof, none of its Affiliates) without complying with the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders restrictions on transfer described in the Mergerlegends endorsed on such certificate: *** Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and containing such other information as TCI may deem necessary or appropriate: 240.24b-2 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED TRANSFERRED OR OTHERWISE DISPOSED OFOF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE ISSUER SHALL NOT BE REQUIRED COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GIVE THE COMPANY TO THE EFFECT TO THAT ANY ATTEMPTED PROPOSED OFFER, SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT TRANSFER OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON IS IN COMPLIANCE WITH THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (SECURITIES ACT AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEAPPLICABLE STATE SECURITIES LAWS.

Transfer Restrictions. Unless otherwise agreed by TCI, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree), for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of TCI Stock received by the Stockholders in the MergerTHIS SAFE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. The certificates evidencing the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE THEY MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBEREDOFFERED FOR SALE, PLEDGED, DISTRIBUTED, APPOINTED HYPOTHECATED OR OTHERWISE DISPOSED OFTRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT. IN WITNESS WHEREOF, AND the parties have executed this SAFE as of the Date of Issuance. THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALECOMPANY: Zoom Payment Solutions Inc. By: Name: Xxxxx Xxxxxx Title: Chief Executive Officer 0000 X XX Xxxx Dr., ASSIGNMENTSuite 1000 Rogers, EXCHANGEAR 72758 Attention: Xxxxx Xxxxxx, TRANSFERCEO E-Mail: xxxxx@xxxx.xxx THE HOLDER: EXHIBIT A FORM OF CONVERSION NOTICE (To be executed by the Holder in order to convert the SAFE) Re: SAFE issued by Zoom Payment Solutions Inc. on ____________, ENCUMBRANCE2018 in the Principal Amount of $______________. The undersigned hereby elects to convert the outstanding Principal Amount indicated below of this SAFE into ___ shares of common stock (the “Converted Interests”) of [Zoom Payment Solutions Inc./Canadian Company] (the “Company”) at the conversion price of [$4.00 per share of common stock in Zoom Payment Solutions Inc./ $0.125 per share of common stock in Canadian Company] according to the conditions hereof, PLEDGEas of the date written below. Conversion Information: Date to Effect Conversion: Principal Amount: Conversion Price: Signature: Name: Address to which the stock certificate or the certificate evidencing the Converted Interests should be delivered: EXHIBIT B ACCREDITED INVESTOR QUESTIONNAIRE (to be completed only by US residents) The information contained herein is presented to assure Zoom Payment Solutions Inc., DISTRIBUTIONa Delaware corporation (the “Company”), APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION that the undersigned is an Accredited Investor as defined in Regulation D of the Securities Act of 1933, as amended (the “Act”). Accordingly, the undersigned represents and warrants to the Company and its affiliates and advisors that the information contained herein is complete and accurate and may be relied upon by the Company and its affiliates and advisors. The undersigned understands that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against the undersigned for damages. The undersigned also understands and agrees that, although the Company and its affiliates will use their best efforts to keep the information provided in the answers to this questionnaire strictly confidential, they may present this questionnaire and the information provided in answers to it to such parties as they deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates or advisors is a party or by which it or they are or may be bound. The undersigned acknowledges that this questionnaire does not constitute an offer by the Company or its affiliates to sell securities, but is merely a request for information. The undersigned hereby represents that he/she/it is an Accredited Investor within the meaning of Regulation D under the Act because he/she/it falls within the category indicated by a check xxxx below (please check all that apply): A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date hereof exceeds $1,000,000, excluding the value of the primary residence of such individual.1 A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. A director or executive officer of the Company. 1 In calculating net worth, the value of your primary residence and the amount of indebtedness secured by the primary residence up to its fair market value must be excluded. Indebtedness secured by your primary residence in excess of the value of your primary residence should be considered a liability and deducted from your net worth. A bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity. A broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. An insurance company as defined in Section 2(13) of the Act. An investment company registered under the Investment Company Act of 1940. A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940. A small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000. An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if either (a) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (b) the employee benefit plan has total assets in excess of $5,000,000, or (c) if a self-directed plan, the investment decisions are made solely by persons that are accredited investors. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000. A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase of securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Act. An entity in which all of the equity owners are accredited investors. DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.: PRINTED NAME ADDRESS:

Transfer Restrictions. Unless otherwise agreed by TCI, except Except for transfers as set forth in --------------------- Section 15.2 below to immediate family members persons or entities who agree to be bound by the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree)15.1, for a period of two years one year from the Funding and Consummation Closing Date, except pursuant to Section 17 hereof, none of the Stockholders STOCKHOLDERS shall (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of (a) any shares of TCI HDS Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement, or (b) any interest (including, without limitation, an option to buy or sell) in any such shares of HDS Stock, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of HDS Stock or any interest therein, the Mergerintent or effect of which is to reduce the risk of owning the shares of HDS Stock acquired pursuant to Section 2 hereof (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The certificates evidencing the TCI HDS Stock delivered to the Stockholders STOCKHOLDERS pursuant to Section 3 of this Agreement will bear a legend substantially in the form set forth below and containing contain such other information as TCI HDS may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [SECOND THE FIRST ANNIVERSARY OF FUNDING AND CONSUMMATION THE CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.