Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR Such Transferor understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR such Transferor transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR such Transferor shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR such Transferor shall have furnished to AGI AGI, at the expense of COMCOR or its transferee such Transferor, an opinion of counsel reasonably satisfactory to AGI, AGI to the effect that a public sale or such transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI AGI, that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR such Transferor shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands that None of the AGI Exchange Securities, the DPW Series D Preferred Stock, the DPW Series E Preferred Stock or the shares of DPW Common Stock to into which each such security is convertible or exercisable (collectively, the “Securities”) will be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) DPW receives an opinion of counsel for the securities under applicable securities lawssecurityholder, unless offeredreasonably satisfactory to counsel for DPW, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory is available. DPW has undertaken no obligation to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of file a registration statement covering with respect to the Securities and has no intention of doing so. The Exchange Securities for which the Subject Shares shall have been issued pursuant to this Agreement, and the shares evidenced by such certificate is suspendedof common stock issuable upon conversion of the DPW Series E Preferred Stock, or if AGI reasonably determines that shall contain a supplement or amendment to such registration statement is required by applicable securities lawlegend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, then upon reasonable advance written notice to the holder of such certificateAS AMENDED, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144AND MAY NOT BE SOLD, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. COMCOR understands The Purchaser acknowledges that the AGI Common Stock to Notes and any shares of TMRC Converted Shares (if and when issued) must be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration held indefinitely unless and until they are subsequently registered under the Securities Act or an exemption therefrom, from such registration is available and that in the absence of an effective registration statement covering the sale of all certificates representing TMRC Converted Shares if and when issued, unless such AGI Common Stock, or an available exemption from registration shares have been registered under the Securities Act or Act, shall have endorsed thereon the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT, OR SUCH STATE LAWS, OR AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY (WHICH OPINION AND COUNSEL RENDERING SAME SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. The Purchaser also acknowledges that the Notes will bear a sale under legend substantially in the form included in the form of Note attached hereto as Exhibit A. The legends contained on the Notes and in compliance with Rule 144, such AGI Common Stock must the certificates representing TMRC Converted Shares shall be held indefinitely. In no event will COMCOR transfer or dispose removed by the Company upon delivery to it of any an opinion of counsel to the AGI Common Stock Company (which opinion and counsel rendering same shall be reasonably satisfactory to be received pursuant to this Agreement (other than pursuant to an effective the Company) that a registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI Act is at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, time effective with respect to the effect that a public sale or transfer of the shares evidenced by legended security or that such certificate security may be made transferred without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to being in effect and without the holder requirements of such certificate, AGI may require that a legend on the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement hands of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144the transferee.

Restrictions on Resale. COMCOR understands By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. In particular, the Company shall have the right to designate one or more periods of time, each of which shall not exceed 180 days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that the AGI Common Stock to be received such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to this Agreement may not be soldthe Securities Act or any state securities laws with respect to any issuance of securities by the Company, transferred facilitate the registration or otherwise disposed qualification of without registration any securities by the Company under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stockany state securities laws, or an available facilitate the perfection of any exemption from the registration under or qualification requirements of the Securities Act or a sale under and any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in compliance with Rule 144this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, such AGI Common Stock must be held indefinitely. In no event in respect of any underwritten public offering by the Company, you agree that you will COMCOR not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) 180 days following the effective date of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement of the Company filed under the Securities ActAct in respect of such offering and (b) unless and until (A) COMCOR shall have notified AGI such other period of time as agreed to by holders of a majority of the proposed disposition then outstanding Shares. By signing this Agreement you agree to execute and (B) if deliver such other agreements as may be reasonably requested by AGI, COMCOR shall have furnished the Company or the underwriter which are consistent with the foregoing or which are necessary to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, give further effect thereto. The Company may impose stop-transfer instructions with respect to the effect that a public Shares subject to the foregoing restriction until the end of such period. If the sale or transfer of the shares evidenced by such certificate may be made without registration Shares under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have Plan is not been registered under the Securities Act of 1933, as amendedamended (the "Securities Act"), but an exemption is available which requires an investment or other representation, you shall represent and agree at the securities laws time of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided exercise that the availability Shares being acquired upon exercise of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removedthis Option are being acquired for investment, and AGI or its transfer agent shall issue or cause to be issued not with a certificate without such legend view to the holder of any certificatesale or distribution thereof, if (x) the sale of and shall make such shares of AGI Common Stock is registered under the Securities Act other representations as contemplated are deemed necessary or appropriate by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance Company and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144its counsel.

Restrictions on Resale. COMCOR understands If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the AGI Common Stock Plan will be subject to be received pursuant to this Agreement may not be soldthe volume, transferred or otherwise disposed manner of without registration sale and reporting requirements of Rule 144 under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be “matched” with nonexempt purchases of our common stock within the previous or a sale under and following six months for purposes of the “short‑swing profits” recovery provisions of Section 16(b). Further, in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose may you sell shares of any of the AGI Common Stock to be received our common stock, whether acquired pursuant to this Agreement (the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other than federal and state securities laws to resales of shares of our common stock that you acquire pursuant to an effective the Plan. ADDITIONAL INFORMATION We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration Exchange Commission under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a legend substantially to the following effect: "The securities represented by this certificate have not been registered description of our common stock filed under the Securities Act Exchange Act, which documents are also incorporated by reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of 1933any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as amendedwell as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the securities laws of any state of the United States or information contained in any other jurisdictionthis Prospectus (including Plan information previously delivered, if requested). The securities represented hereby may not Such requests should be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Groupaddressed to: EnPro Industries, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws0000 Xxxxxxxx Xxxxxxxxx, the legend set forth above shall be removedXxxxx 000, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000, Attn: Xxxxx Xxxxx. EXHIBIT B ENPRO INDUSTRIES, INC. AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT FOR MANAGEMENT STOCK PURCHASE DEFERRAL PLAN Vesting of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.Shares

Restrictions on Resale. COMCOR Mills understands and acknowledges that sales of large blocks of Cybex xxxmon stock could negatively impact the AGI Common Stock trading price of the Cyber common stock- Accordingly, Mills hereby agrees that for a period of seven months after the date xx xxe effective f date of the Registration Statement (the "RESTRICTED SALE PERIOD") he will not, within any 30 day [ period, offer to be received pursuant sell, contract to this Agreement may not be soldsell. hypothecate, transferred negotiate, pledge, assign, encumber, loan, pledge, grant any rights with respect to or otherwise dispose of, directly or indirectly (collectively, a "DISPOSITION"), a number of Cyber Shares or securities convertible into or exchangeable or exercisable for any Cyber Shares now owned or hereafter acquired by Mills which exceeds 10,715 shares, other than a Disposition (i) to anx xxxees who receive such Cyber Shares as a bona fide gift and who are bound by the terms herein, or (ii) with the prior written consent of Cyber. Mills acknowledges and agrees that t1te foregoing restriction also exxxxxxly precludes Mills from engaging in any hedging, short sales or other transaction xxxxx is designed to or reasonably expected to lead to or result in a Disposition of the Cyber Shares during the Restricted Sale Period, even if such shares would be disposed of without registration under by someone other than Mills. Such prohibited hedging or other transactions would include, wxxxxxt limitation, any short sale (whether or not against the Securities Act box) or an exemption therefromany purchase, and that in the absence of an effective registration statement covering the sale of such AGI Common Stocksale, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose show of any shares or grant of any right (including, without limitation, any put or call option) with respect to any Cyber common stock or with respect to any security (other t1tan a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Cyber common stock. Mills agrees to submit each certificate for the Cyber Shares to Cyber xxx imprinting of the AGI Common Stock following legends thereon: "The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or other disposition of this share certificate and the shareholdings represented hereby are subject to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI all of the proposed disposition terms, conditions and (B) if requested provisions of a Release dated as of October 28, 1999, by AGIand among Ronald W. Mi1ist Jr. and Cyber-Care, COMCOR shall have furnished Inc.. a copy of whicx xxx xx obtained from the Secretary of Cyber-Care, Inc." In furtherance of the foregoing, Cyber and its transfer agent and registrar are hereby authorized to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory decline to AGI, to the effect that a public sale or make any transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that Cyber Shares if such transfer may be made without registration under the Securities Actwould constitute a violation or breach of this Release." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands that In connection with any underwritten public offering by the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed Company of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than its equity securities pursuant to an effective registration statement filed under the Securities 1933 Act) unless and until (A) COMCOR , you shall have notified AGI not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the proposed disposition and (B) if foregoing transactions with respect to any shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by AGIthe Company or such underwriters (not to exceed one hundred-eighty (180) days). In order to enforce the provisions of the foregoing paragraph, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, Company may impose stop-transfer instructions with respect to the effect shares until the end of the applicable stand-off period. You represent and agree that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a public view to the sale or transfer distribution thereof. In the event that the sale of the shares evidenced by such certificate may be made without registration Shares under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have Plan is not been registered under the Securities Act of 19331933 but an exemption is available which requires an investment representation or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as amendedare deemed necessary or appropriate by the Company and its counsel. Transfer of Option Prior to your death, only you may exercise this option. You cannot transfer or the securities laws assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these tings, this option will immediately become invalid. You may, however, dispose of this option in your will. Regardless of any state marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the United States or Company obligated to recognize such individual's interest in your option in any other jurisdictionway. Retention Rights Your option or this Agreement do not give you the right to be retained by the Company (or any subsidiaries) in any capacity. The securities represented hereby may not be offeredCompany (and any subsidiaries) reserve the right to terminate your service at any time and for any reason. Shareholder Rights You, sold or transferred your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities ActPlan." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR The Purchaser understands that (i) except as provided in the AGI Common Stock to be received pursuant to this Agreement Registration Rights Agreement, the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be sold, transferred or otherwise disposed of without registration under unless (a) the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) unless and until (A) COMCOR the Purchaser shall have notified AGI of delivered to the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee Company an opinion of counsel reasonably satisfactory to AGIthat shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, may be sold or transferred pursuant to an available exemption from such registration, which opinion shall be accepted by the registration requirements Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of those laws the Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2.2(e) and provided that who is an Accredited Investor, (d) the availability of such exemption is confirmed by Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule), and the Purchaser shall have delivered to the Company an opinion of counsel reasonably satisfactory to Xxxxxxxx Groupthat shall be in form, Inc. delivered to Xxxxxxxx Groupsubstance and scope customary for opinions of counsel in corporate transactions, Inc., that which opinion shall be accepted by the Company; (ii) any sale of such transfer Securities made in reliance on Rule 144 may be made without registration under only in accordance with the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, terms of said Rule and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificatefurther, if (x) the said Rule is not applicable, any re-sale of such shares of AGI Common Stock Securities under circumstances in which the seller (or the person through whom the sale is registered made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act as contemplated by or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement Agreement). Notwithstanding the foregoing or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, anything else contained herein to the effect that a public sale or transfer of contrary, the shares evidenced by such certificate Securities may be made without registration under the Securities Act pledged as collateral in connection with a bona fide margin account or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144other lending arrangement.

Restrictions on Resale. COMCOR The Company is not adding any further lock-up provisions to the Shares beyond standard restrictions, however, the Purchaser understands that any Shares issued to the AGI Common Stock to be received pursuant to Purchaser under this Agreement may not will be sold, transferred or otherwise disposed restricted from transfer for a period of without registration time under applicable federal securities laws and that the Securities Act or an exemption therefromof 1933, as amended (the “Securities Act”), and the rules of the U.S. Securities and Exchange Commission provide in substance that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or Purchaser may dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than Shares only pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI Act or an exemption from the registration requirements thereof. The Purchaser understands that the Company has no obligation or intention to register any of the proposed disposition and (B) if requested by AGIShares, COMCOR shall have furnished or to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory take action so as to AGI, permit sales pursuant to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing The Purchaser understands that the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to certificates representing the following effect: "The securities represented by this certificate Shares, until such time as they have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements provisions of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration Rule 144 under the Securities Act." Unless otherwise required by applicable securities Laws, shall bear a restrictive legend in substantially the legend set forth above shall following form (and a stop-transfer order may be removed, and AGI or its placed against transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement certificates or otherwiseother instruments): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGIOFFERED FOR SALE, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Restrictions on Resale. COMCOR Such Transferor understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR such Transferor transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR such Transferor shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR such Transferor shall have furnished to AGI AGI, at the expense of COMCOR or its transferee such Transferor, an opinion of counsel reasonably satisfactory to AGI, AGI to the effect that a public sale or such transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Axxxxxxx Group, Inc. delivered to Xxxxxxxx Axxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI AGI, that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR such Transferor shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.