Termination of 7.1 Restrictions from Rollover Agreement
This Unrestricted Stock Rollover Agreement (this Agreement) is made as of June 14, 2007 between Kangaroo Holdings, Inc. (the Company) and the stockholder of OSI Restaurant Partners, Inc. (OSI or the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (the Rollover Stockholder).
Termination of 7.1 Restrictions. The restrictions imposed by Section 7.1 hereof upon the transferability of Rollover Securities will cease and terminate as to any particular Rollover Securities (a) when, in the reasonable opinion of Ropes & Gray LLP or other counsel reasonably acceptable to the Company, such restrictions are no longer required in order to assure compliance with the Securities Act, or (b) when the Rollover Securities have been registered under the Securities Act or transferred pursuant to Rule 144 thereunder. Whenever such restrictions cease and terminate as to any Rollover Securities, or such Rollover Securities are transferable under paragraph (k) of Rule 144, the holder thereof will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 7.1 hereof.