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 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 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 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 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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 15.1 (The Investor understands and agrees that each certificate or partnerships or trusts for the benefit other document evidencing 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 Securities 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 be endorsed with a legend in substantially in the form set forth below as well as any other legends required by applicable law, and containing the Investor covenants that the Investor shall not transfer the Securities represented by any such other information as TCI may deem necessary or appropriatecertificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PLEDGED OR OTHERWISE DISPOSED OFTRANSFERRED UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, AND THE ISSUER SHALL COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE REQUIRED TO GIVE EFFECT TO DEPOSITED INTO 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 DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE HOLDER SECURITIES ESTABLISHED UNLESS AND UNTIL SUCH TIME AS A REGISTRATION STATEMENT IS IN EFFECT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS THE OFFER AND SALE OF THIS CERTIFICATE, SUCH SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH PROVISIONS OF THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESECURITIES ACT.

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 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 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 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 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 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 under the Securities Act or Rule 144, to the Company or to an Affiliate of a Purchaser, 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. The Purchasers agree to the imprinting, so long as is required by this Section 6.1, of a legend on any of the Securities in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE 20. SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 24, 2017, AND AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE AVAILABLE WITH THE SECRETARY OF THE COMPANY. Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 6.1(b) hereof), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be bound in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). Upon request by any Purchaser, following such time as a legend is no longer required under this Section 6.1(c), the Company shall cause its counsel to issue a legal opinion to the Transfer Agent (if required by the Transfer Agent) to effect the removal of the legend hereunder from any Shares. The Company agrees that following such time as a legend is no longer required under this Section 6.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer 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 agree6.1(c), 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 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. 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 5, 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 Purchaser that the remaining GGO Shares held by 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 Purchaser to THHC of a legended certificate representing such GGO Shares, deliver or cause to be delivered to 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 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.

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 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 by TCI, except for transfers If the 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 hereunder (and upon conversion thereof, any Underlying Shares), the Purchaser understands and agrees that it may do so only (i) pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption from registration under the Securities Act. In connection with any transfer of any Shares other than pursuant to an effective registration statement or to the Company, the Company may require that the transferor of such Shares provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the Stockholders in transferor, the Mergerform and substance of which opinion shall be, reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares under the Securities Act or any State securities laws. The certificates evidencing the TCI Stock delivered Purchaser agrees to the Stockholders pursuant to Section 3 imprinting, so long as appropriate, of this Agreement will bear a 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: NEITHER THESE SECURITIES NOR THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, THEY MAY NOT BE SOLDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED FOR THE ACCOUNT OR BENEFIT OF, AND U.S. PERSONS EXCEPT AS SET FORTH IN THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALEFOLLOWING SENTENCE. BY ITS ACCEPTANCE HEREOF, 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 CERTIFICATETHESE SECURITIES AGREES THAT IT WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER THESE SECURITIES OR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) OR (B) ABOVE, THE ISSUER AGREES HOLDER MUST, PRIOR TO REMOVE THIS RESTRICTIVE LEGEND (SUCH TRANSFER, FURNISH TO THE COMPANY AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER 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 DATE SPECIFIED ABOVEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 PROMULGATED UNDER THE SECURITIES ACT.

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, 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 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 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 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 (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 (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 for transfers (a) If an Investor 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 or any Underlying Shares to be issued to it upon the Stockholders in conversion of such Shares, such Investor 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 or Underlying Shares other than pursuant to an effective registration statement, the TCI Stock delivered Company may require that the transferor of such Shares or Underlying 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 applicable state or foreign securities Laws. Such Investor agrees to the imprinting, so long as appropriate, of substantially the following legend substantially in on certificates representing the form set forth below Shares and containing such other information as TCI may deem necessary or appropriateany Underlying Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE 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 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 SECURITIES EVIDENCED HEREBY, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE, 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 or Underlying 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. Each Investor agrees that, in connection with any Transfer of Shares by it pursuant to an effective registration statement under the Securities Act, it 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, 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 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 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 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 Company, except for transfers to immediate family members who 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 terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any Shares, Warrants and Warrant Shares in substantially the following form: NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE, IF APPLICABLE, HAS 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY UNLESS SOLD OR TRANSFERRED TO A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Certificates evidencing the Shares and the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, (iii) if such Shares or Warrant Shares, as the case may be, are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares, as the case may be, and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If any Warrant is exercised or any Shares are sold at a time when there is an effective registration statement to cover the resale of the Warrant Shares or the Shares, as the case may be, or if such Warrant Shares or Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if such Warrant Shares or Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares or Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares or Shares, as the case may be, shall be issued free of all legends. The Company agrees that following (i) the Effective Date, (ii) if such Warrant Shares or Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares or Shares and without volume or manner-of-sale restrictions or (iii) at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Warrant Shares or the Shares, as applicable, issued with a restrictive legend (such third Trading Day, the "Legend Removal Date"), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 15.1 (or partnerships or trusts 4. Certificates for Warrant Shares and Shares subject to legend removal hereunder shall be transmitted by the benefit Transfer Agent to the Purchaser by crediting the account of the Stockholders or family membersPurchaser's broker with the Depository Trust Company System as directed by such Purchaser. Each Purchaser, severally and not jointly with the trustees or partners of which so agree)other Purchasers, for a period of two years from agrees with the Funding and Consummation Date, except Company that such 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 by TCISubscriber acknowledges and agrees that the Shares may be subject to restrictions on transfer pursuant to applicable federal and state laws, except the Company’s Certificate, and this Agreement. The Shares may not be sold, offered for transfers sale, pledged or hypothecated in the absence of a registration statement in effect with respect to immediate family members who agree the Shares under the Securities Act or an opinion of legal counsel satisfactory to be bound by the restrictions set forth in this Section 15.1 (Company that such registration is not required or partnerships unless the Shares are sold pursuant to Rule 144 or trusts for the benefit Rule 144A 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 the TCI Stock delivered to the Stockholders pursuant to Section 3 of this Agreement will Shares shall bear a digital or physical restrictive legend in substantially in the following form set forth below (and containing a stop transfer order may be placed against transfer of such other information as TCI may deem necessary certificates or appropriate: instruments): THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933 AND THEY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO APPLICABLE FEDERAL AND STATE LAWS, THE COMPANY’S ARTICLES OF INCORPORATION AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. 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 AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, 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 ABOVEAB INITIO.

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 otherwise agreed by TCI, except for transfers If SCF 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 dispose of the Stockholders or family membersNote, the trustees Warrant or partners any of the Underlying Shares, SCF understands and agrees that it may do so only 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 the Note, the Warrant or any of the Underlying Shares other than pursuant to an effective registration statement, the Company may require that the transferor of the Note, the Warrant or any such Underlying Shares provide to the Company an opinion of counsel which opinion and counsel shall be reasonably satisfactory 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 applicable state or foreign securities laws. SCF agrees to the imprinting, so agreelong as appropriate, of substantially the following legend on the Note, the Warrant and certificates representing any of the Underlying Shares: THE SECURITIES (THE "SECURITIES") 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 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. 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 IT 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 Note, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEthe Warrant or the Underlying Shares, as the case may be, 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 Note, the Warrant and the share certificates representing the Underlying Shares 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. SCF agrees that, in connection with any Transfer of the Note, the Warrant or any of the Underlying Shares by it pursuant to an effective registration statement under the Securities Act, it 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 the Note, the Warrant or any resale of the Underlying Shares.

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 No Ad Hoc Group Member shall (i) sell, use, pledge, assign, transfer, permit the participation in, or otherwise agreed dispose of any ownership (including any beneficial ownership) in the First Lien Claims and, if applicable, HERO Common Stock set forth on Schedule 1 hereto in whole or in part; or (ii) grant any proxies, deposit any of such Ad Hoc Group Member’s interests in First Lien Claims and, if applicable, HERO Common Stock as set forth on Schedule 1 hereto into a voting trust, or enter into a voting agreement with respect to any such interest (collectively, the actions described in clauses (i) and (ii), a “Transfer”), unless it satisfies the following requirement (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): The intended transferee executes and delivers to counsel to HERO and counsel to the Ad Hoc Group on the terms set forth below an executed form of the transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) before such Transfer is effective (it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the executed Transfer Agreement is received by TCIcounsel to HERO and counsel to the Ad Hoc Group, except in each case, on the terms set forth herein). Notwithstanding anything to the contrary herein, (i) the foregoing provisions shall not preclude any Ad Hoc Group Member from transferring First Lien Claims and/or HERO Common Stock to affiliates of such Ad Hoc Group Member (each, a “Creditor Affiliate”), which Creditor Affiliate automatically shall be bound by this Agreement and the Amended and Restated Forbearance Agreement upon the transfer of such First Lien Claims and/or HERO Common Stock, (ii) the foregoing provisions shall not preclude any Party from transferring First Lien Claims and/or HERO Common Stock to any other Party hereto, and (iii) a Qualified Marketmaker1 that acquires any of the First Lien Claims and/or HERO Common Stock with the purpose and intent of acting as a Qualified Marketmaker for transfers such First Lien Claims and/or HERO Common Stock, shall not be required to immediate family members who execute and deliver to counsel a Transfer Agreement or otherwise agree to be bound by the restrictions terms and conditions set forth in this Section 15.1 Agreement and the Amended and Restated Forbearance Agreement if such Qualified Marketmaker transfers such First Lien Claims and/or HERO Common Stock (by purchase, sale, assignment, participation, or partnerships otherwise) to an Ad Hoc Group Member or trusts Permitted Transferee (including, for the benefit avoidance of doubt, the requirement that such transferee execute a Transfer Agreement) and the transfer otherwise is a Permitted Transfer. This Agreement shall in no way be construed to preclude any Ad Hoc Group Member or any of its affiliates from acquiring additional First Lien Claims, HERO Common Stock or any other claim against the HERO Entities or equity interest in HERO; provided, however, that (i) if any Ad Hoc Group Member acquires additional or transferred First Lien Claims, any other claims against any of the Stockholders HERO Entities or family membersHERO Common Stock, as applicable, after the trustees or partners of which so agree), for a period of two years from the Funding and Consummation RSA Effective Date, except pursuant to Section 17 hereofsuch Ad Hoc Group Member shall notify the other Parties promptly of such acquisition including the amount of such acquisition and (ii) such acquired First Lien Claims, none of other claims or HERO Common Stock, as the Stockholders case may be, shall sellautomatically and immediately upon acquisition by an Ad Hoc Group Member, assignas applicable, 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 be deemed subject to the Stockholders pursuant to Section 3 terms of this Agreement will bear (regardless of when or whether notice of such acquisition is given to in accordance herewith). Any Transfer made in violation of this provision shall be void ab initio. Any Ad Hoc Group Member that effectuates a legend substantially in Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to 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 ABOVEfailure of the Permitted Transferee to comply with the terms of this Agreement.

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 otherwise agreed by TCIUrcis understands that the Common Stock issuable upon the exercise of this Option may not be registered under the Securities Act of 1933, except as amended (the "Act"). Urcis acknowledges that the Common Stock will be purchased for transfers investment only, and that it may not be sold or transferred in the absence of either an effective registration statement under the Act or an opinion of experienced securities counsel, acceptable in form and content to immediate family members who agree Holdings in its sole discretion, which states that registration is not required under the Act. By executing this Agreement, Urcis agrees 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 membersrefrain from re-offering, 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, appointreselling, or otherwise dispose disposing of any of the Common Stock acquired upon the exercise of the Option in any manner which would violate the Act or any other Federal or state securities law. All stock certificates representing shares of TCI Common Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered acquired pursuant to the Stockholders pursuant to Section 3 exercise of this Agreement will bear an Option that are issued by Holdings shall contain a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, INC. ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF FEBRUARY 20, 1998, WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND OTHER MATTERS. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, ASSIGNEDTRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of even date herewith (the "Stockholders Agreement"). At the request of Holdings, 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 ABOVEUrcis shall become a party to the Stockholders Agreement.

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 If 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 shareholders of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise Company should decide to dispose of any shares of TCI Stock received the Exchange Shares, the Company will inform those shareholders that they may do so only pursuant to an effective registration statement pursuant to the Securities Act of the Company or pursuant to an available exemption from the registration and prospectus delivery requirements of the Securities Act. In connection with any transfer of any Exchange Shares, other than pursuant to an effective registration statement filed by the Stockholders in Company, the Merger. The certificates evidencing Company may require the TCI Stock delivered transferor thereof to provide to the Stockholders Company a written opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities pursuant to Section 3 the Securities Act, which opinion shall be delivered by counsel for the Company. There shall be imprinted, during such time as is required, of this Agreement will bear a the following legend substantially in on the form set forth below and containing such other information as TCI may deem necessary or appropriateExchange Certificates: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON EXEMPTION FROM REGISTRATION PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE SOLDOFFERED OR SOLD EXCEPT IN ACCORDANCE WITH REGULATION S, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE SECURITIES ACT OR OTHERWISE DISPOSED OF, AND PURSUANT TO AN AVAILABLE EXEMPTION FROM THE ISSUER SHALL REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. HEDGING TRANSACTIONS REGARDING THOSE SECURITIES MAY NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALECONDUCTED, 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 EXCEPT IN COMPLIANCE WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVESECURITIES ACT.

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 TCIThe Executive understands that the Common Stock issuable upon the exercise of this Option may not be registered under the Securities Act of 1933, except as amended (the "Act"). The Executive acknowledges that the Common Stock will be purchased for transfers investment only, and that it may not be sold or transferred in the absence of either an effective registration statement under the Act or an opinion of experienced securities counsel, acceptable in form and content to immediate family members who agree to be bound by Holdings in its sole discretion, which states that registration is not required under the restrictions set forth in Act. By executing this Section 15.1 (or partnerships or trusts for the benefit of the Stockholders or family membersAgreement, the trustees or partners of which so agree)Executive agrees to refrain from re-offering, 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, appointreselling, or otherwise dispose disposing of any of the Common Stock acquired upon the exercise of the Option in any manner which would violate the Act or any other Federal or state securities law. All stock certificates representing shares of TCI Common Stock received by the Stockholders in the Merger. The certificates evidencing the TCI Stock delivered acquired pursuant to the Stockholders pursuant to Section 3 exercise of this Agreement will bear an Option that are issued by Holdings shall contain a legend substantially in the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing form: "SHARES OF UNIVERSAL COMPRESSION HOLDINGS, INC. ("HOLDINGS") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF FEBRUARY 20, 1998, WHICH CONTAINS PROVISIONS REGARDING THE RESTRICTIONS ON THE TRANSFER OF SUCH SHARES AND OTHER MATTERS. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF HOLDINGS. THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT REGISTERED UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, ASSIGNEDTRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT." The shares of Common Stock acquired pursuant to the Option shall be subject to the provisions regarding transfers of shares in the Stockholders Agreement dated as of even date herewith (the "Stockholders Agreement"). At the request of Holdings, 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 Executive shall become a party to the Stockholders Agreement.

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 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 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 by TCINeither this Warrant Agreement, except for transfers to immediate family members who agree to the Warrant nor the Warrant Securities, when issued, have been registered under the Securities Act or under the securities laws of any state. Neither this Agreement, the Warrant nor the Warrant Securities, when issued, may be bound by the restrictions set forth in this Section 15.1 transferred: (a) if such transfer would constitute a violation of any federal or partnerships state securities laws or trusts for the benefit a breach of the Stockholders or family membersconditions to any exemption from registration thereunder and (b) unless and until one of the following has occurred: (i) registration of this Agreement, the trustees Warrant or partners the Warrant Securities, as the case may be, under the Securities Act, and such registration or qualification as may be necessary under the securities laws of which so agree)any state, 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, appointhave become effective, or otherwise dispose of any shares of TCI Stock received by (ii) the Stockholders in the Merger. The certificates evidencing the TCI Stock Holder has delivered evidence reasonably satisfactory to the Stockholders pursuant Company that such registration or qualification is not required. Each certificate for Warrant Securities issued upon exercise of a Warrant and each certificate issued to Section 3 a subsequent transferee, unless at the time of this Agreement will exercise such Warrant Securities are registered under the Securities Act, shall bear a legend substantially in the following form set forth below (and containing such other information as TCI may deem necessary or appropriateany additional legends required by law) on the face thereof: THE SHARES REPRESENTED BY THIS CERTIFICATE WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE WARRANT SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED HYPOTHECATED OR OTHERWISE DISPOSED OFTRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT TO THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO WARRANT SECURITIES UNDER THE SECURITIES ACT AND UNDER ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT APPLICABLE STATE SECURITIES LAWS OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING (2) AN EXEMPTION FROM SUCH REGISTRATION 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 ABOVEQUALIFICATION.

Transfer Restrictions. Unless otherwise agreed by TCINeither this Warrant Agreement, except for transfers to immediate family members who agree to the Warrants nor the Warrant Securities, when issued, have been registered under the Securities Act or under the securities laws of any state. Neither this Agreement, the Warrants nor the Warrant Securities, when issued, may be bound by the restrictions set forth in this Section 15.1 transferred: (a) if such transfer would constitute a violation of any federal or partnerships state securities laws or trusts for the benefit a breach of the Stockholders or family membersconditions to any exemption from registration thereunder and (b) unless and until one of the following has occurred: (i) registration of this Agreement, the trustees Warrants or partners the Warrant Securities, as the case may be, under the Securities Act, and such registration or qualification as may be necessary under the securities laws of which so agree)any state, 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, appointhave become effective, or otherwise dispose of any shares of TCI Stock received by (ii) the Stockholders in the Merger. The certificates evidencing the TCI Stock Holder has delivered evidence reasonably satisfactory to the Stockholders pursuant Company that such registration or qualification is not required. Each certificate for Warrant Securities issued upon exercise of a Warrant and each certificate issued to Section 3 a subsequent transferee, unless at the time of this Agreement will exercise such Warrant Securities are registered under the Securities Act, shall bear a legend substantially in the following form set forth below (and containing such other information as TCI may deem necessary or appropriateany additional legends required by law) on the face thereof: THE SHARES REPRESENTED BY THIS CERTIFICATE WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE WARRANT SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED HYPOTHECATED OR OTHERWISE DISPOSED OFTRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT TO THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO WARRANT SECURITIES UNDER THE SECURITIES ACT AND UNDER ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT APPLICABLE STATE SECURITIES LAWS OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING (2) AN EXEMPTION FROM SUCH REGISTRATION 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 ABOVEQUALIFICATION.

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 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 Creditor, 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 Creditors 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 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 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 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 (a) Legends on Series B Cumulative Convertible Preferred Stock and Common Stock. The certificates representing shares of Series B Cumulative Convertible Preferred Stock shall, 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 Corporation and 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 holders 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 such certificates, bear a legend substantially in to the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing effect: "THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES ISSUABLE UPON CONVERSION OR EXCHANGE HEREOF MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ASSIGNEDOR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PERINI CORPORATION TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. IN ADDITION, EXCHANGEDTHE VOTING, 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 PLEDGE OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST HYPOTHECATION OF THE HOLDER SHARES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO RESTRIC TIONS WHICH ARE CONTAINED IN THE RESTATED ARTICLES OF THIS CERTIFICATEORGANIZATION OF PERINI CORPORATION, IN THE ISSUER AGREES CERTIFICATE OF VOTE GOVERNING THESE SHARES AND IN A STOCK PURCHASE AGREEMENT DATED AS OF JULY 24, 1996, AS AMENDED, A COPY OF EACH OF WHICH IS ON FILE WITH PERINI CORPORATION AND WILL BE FURNISHED BY THE CORPORATION TO REMOVE THIS RESTRICTIVE LEGEND (THE STOCKHOLDER ON REQUEST AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEWITHOUT CHARGE."

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 (a)The Purchasers agree to the imprinting, so long as is required by TCIthis Section 4.1, except for transfers of a legend on any of the Securities in the form set forth below. The Company may not make any notation on its books and records or give any instructions to immediate family members its Transfer Agent with respect to the transfer of the Securities other than such legend. [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, 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF 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 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 Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agree agrees to be bound by the restrictions provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities 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 Securities may reasonably request in connection with a pledge or transfer of the Securities. (b)Notwithstanding Section 4.1(a), certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(a) hereof): (i) following any sale of such Underlying Shares pursuant to Rule 144, (ii) if such Underlying Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information requirements of Rule 144 as to such Underlying Shares, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company acknowledges that a breach by it of its obligations under this Section 15.1 (4.1(b) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(b) will be inadequate and agrees, in the event of a breach or partnerships or trusts for threatened breach by the benefit Company of the Stockholders or family members, the trustees or partners provisions of which so agreethis Section 4.1(b), for that a period of two years from the Funding Purchaser shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and Consummation Date, except pursuant to Section 17 hereof, none of the Stockholders shall sell, assign, exchange, requiring immediate issuance and transfer, encumber, pledge, distribute, appoint, without the necessity of showing economic loss and without any bond or otherwise dispose of any shares of TCI Stock received by the Stockholders in the Mergerother security being required. 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.4.2

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 six 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 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 DECEMBER 3, 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 The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise agreed by TCItransferred, except for transfers encumbered or disposed of to immediate family members who agree the extent then subject to the Forfeiture Restrictions. Further, the Restricted Shares may not be bound by sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Employee also agrees (i) that Company may refuse to register the restrictions set forth in this Section 15.1 (or partnerships or trusts for the benefit transfer of the Stockholders or family membersRestricted Shares on the stock transfer records of Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (ii) that the Company may give related instructions to its transfer agent, the trustees or partners of which so agree)if any, for a period of two years from the Funding and Consummation Date, except pursuant to Section 17 hereof, none stop registration of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose transfer of any shares of TCI Stock received by the Stockholders in the MergerRestricted Shares. The certificates evidencing Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the TCI Stock delivered Restricted Shares. Certificates representing the Restricted Shares shall be legended as follows to reflect the Stockholders pursuant Forfeiture Restrictions and 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 assure compliance with any applicable federal or appropriatestate securities laws: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE VERITAS DGC INC. RESTRICTED STOCK PLAN AND A RESTRICTED STOCK AGREEMENT DATED MARCH 9, 2001 BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND VERITAS DGC INC. RESTRICTIONS ON THE RIGHT TO OWN OR TRANSFER THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT HAVE BEEN IMPOSED PURSUANT TO SAID RESTRICTED STOCK AGREEMENT. A COPY OF THE RESTRICTED STOCK AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED FURNISHED WITHOUT CHARGE 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, CERTIFICATE UPON RECEIPT BY THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEHOLDER REQUESTING SUCH COPY.

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 (a) Legends on Series B Cumulative Convertible Preferred Stock and -------------------------------------------------------------- Common Stock. The certificates representing shares of Series B Cumulative ------------ Convertible Preferred Stock shall, 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 Corporation and 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 holders 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 such certificates, bear a legend substantially in to the form set forth below and containing such other information as TCI may deem necessary or appropriatefollowing effect: "THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES ISSUABLE UPON CONVERSION OR EXCHANGE HEREOF MAY NOT BE SOLDOFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ASSIGNEDOR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PERINI CORPORATION TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. IN ADDITION, EXCHANGEDTHE VOTING, 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 PLEDGE OR OTHER DISPOSITION PRIOR TO [SECOND ANNIVERSARY OF FUNDING AND CONSUMMATION DATE]. UPON THE WRITTEN REQUEST HYPOTHECATION OF THE HOLDER SHARES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO RESTRIC TIONS WHICH ARE CONTAINED IN THE RESTATED ARTICLES OF THIS CERTIFICATEORGANIZATION OF PERINI CORPORATION, IN THE ISSUER AGREES CERTIFICATE OF VOTE GOVERNING THESE SHARES AND IN A STOCK PURCHASE AGREEMENT DATED AS OF JULY 24, 1996, AS AMENDED, A COPY OF EACH OF WHICH IS ON FILE WITH PERINI CORPORATION AND WILL BE FURNISHED BY THE CORPORATION TO REMOVE THIS RESTRICTIVE LEGEND (THE STOCKHOLDER ON REQUEST AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVEWITHOUT CHARGE."

Transfer Restrictions. Unless otherwise agreed by TCIThe Units and the shares of Common Stock issued in settlement of this award are subject to the transfer restrictions as described in the Restricted Stock Unit Award Agreement, except for transfers to immediate family members who agree to be bound referenced below. By indicating your acceptance below, you accept this award and acknowledge that this award is granted under and governed by the restrictions set forth terms and conditions of WellChoice, Inc. 2003 Omnibus Incentive Plan (“Plan”) and the Restricted Stock Unit Award Agreement reference number DU000000 (“Agreement”), both of which are hereby made a part of this document. Capitalized terms used but not defined in this Section 15.1 Notice of Restricted Stock Unit Award shall have the meanings ascribed to them in the Plan and Agreement. GRANTEE: WELLCHOICE, INC. Name: Xxxxxxx X. Xxxxxxx, M.D. Title: President and Chief Executive Officer Appendix A Deferral Election TO: Xxxxxx X. Xxxxxxxx, Senior Vice President, Human Resources and Services, WellChoice, Inc. I hereby request that WellChoice, Inc. (the “Company”) defer the delivery to me of shares of Common Stock, par value $.01 per share, of the Company, in settlement of an initial award of restricted stock units that may be made to me in November 2003 (the “Award”) in accordance with my instructions described below. Deferral Date (check one) Please commence delivery of shares of Common Stock in settlement of the Award on: _____ [DATE] (Note, this is the anticipated Settlement Date. Thus, there would be no deferral if you elect a lump sum payment; if you elect installments, the first installment would not be deferred.) _____ [DATE] (or, if earlier, the date I cease to serve as member of the board of directors of the Company). _____ The date I cease to serve as member of the board of directors of the Company. Form of Payment (check one; if you elect annual installments, select the # of installments) Please settle my Award: _____ All at once, in one lump sum delivery of shares of Common Stock on the Deferral Date. _____ In equal annual installments, commencing on the Deferral Date (or partnerships if no deferral on the Settlement Date). _____ Number of Annual Installments (enter 2, 3, 4 or trusts for the benefit of the Stockholders or family members, the trustees or partners of which so agree5), 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 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 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 -63- 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 Except for transfers to immediate family members Stockholders 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 membersStockholders, 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 Company shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, appoint or otherwise dispose of any shares of TCI Parent Stock received by the Stockholders Company in the MergerSale. The certificates evidencing the TCI Parent Stock delivered to the Stockholders Company 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 (a) In addition to any other --------------------- restrictions imposed by TCI, except for transfers Law on the ability of any Web Shareholder to immediate family members who agree to be bound transfer any Contingent Rights II or Parent Common Stock received 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 such Web Shareholder pursuant to Section 17 hereofthis Agreement, none of the Stockholders shall each Web Shareholder agrees that such Web Shareholder will not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, transfer or otherwise dispose of any shares of TCI the Parent Common Stock received by such Web Shareholder pursuant to this Agreement for a period of six (6) months after the Closing Date; provided, however, that this restriction -------- ------- shall not apply to the Parent Common Stock received by the Stockholders Web Shareholders pursuant to the conversion of the Convertible Note (the "CONVERSION STOCK"). For purposes of this Section 4.9, a pledge of ----------- any shares subject to this Section 4.9 by a Web Shareholder to a ----------- financial institution as collateral security for loans arranged by such Shareholder shall not constitute a sale, transfer, or other disposition of such shares so long as the financial institution agrees to be bound to the restrictions imposed by this Section 4.9. Notwithstanding ----------- anything in this Section 4.9 to the contrary, the restrictions on ----------- transfer imposed by this Section 4.9 shall terminate, except with ----------- regard to the Contingent Rights II, on the first to occur of any of the following events: (i) a take-over bid (as such term is used in the MergerSecurities Exchange Act) is completed for Parent; (ii) Parent sells all, or substantially all, of its assets either directly by the sale of shares of its subsidiaries or indirectly by the sale of assets of its direct and indirect subsidiaries, or a combination thereof (other than the CLEC Operations); and (iii) Parent ceases to have at least fifty-one percent (51%) of the aggregate votes attaching to all of the issued and outstanding security of all classes in the capital stock of its subsidiaries (except for the capital stock of such subsidiaries comprising the CLEC Operations) including the Company, WorldPages, or Great Western Directories, Inc., directly or indirectly. The Web Shareholders acknowledge and agree that the following legend will appear on all certificates evidencing representing Parent Common Stock received by the TCI Stock delivered to the Stockholders Web Shareholders pursuant to Section 3 of this Agreement will bear a legend substantially in (except 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.Conversion Stock):

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 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 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 trusts 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 Datedate of this Agreement, 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 in the MergerCompany Stockholder pursuant to 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 [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 by TCIPentaStar, 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 transfer of the Stockholders or family membersRowlxx Xxxres to Briax X. Xxxxxx xxxsuant to Section 2.3(b)(iii), 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 Company will not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, pledge or otherwise dispose of at any shares time prior to the date which is 18 months after the Closing any of TCI Stock the PentaStar Shares received by the Stockholders in Company as part of the Merger. The certificates evidencing the TCI Stock delivered to the Stockholders Purchase Price, whether such shares are Closing Shares or are issued pursuant to Section 3 2.3(b)(iii). Thereafter, up to 33.33% of this the Total VSIN Shares may be resold at any time, and an additional 33.33% of the Total VSIN Shares may be resold beginning 24 months after the Closing. Any remaining Total VSIN 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 PentaStar or (y) 30 months after the Closing. Certificates for the PentaStar Shares issued to the Company pursuant to 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 PURCHASE AGREEMENT DATED AS OF FEBRUARY __, 2000 (THE "AGREEMENT"), BY AND AMONG THE ISSUER, OC MERGERCO 4, INC., VSI NETWORK SOLUTIONS, INC. AND SHAREHOLDER OF VSI NETWORK SOLUTIONS, 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 Company representing the shares of PentaStar Shares subject to each of the three periods of restriction contemplated by this Section 5.8. The restrictions set forth along in this Section 5.8 shall be in addition to any restrictions on transfer imposed by the Securities Act and applicable state securities laws. The Company also agrees to comply with such restrictions.

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 (a) The Purchasers agree to the imprinting, so long as is required by TCIthis Section 4.1, except for transfers of a legend on any of the Securities in the form set forth below. The Company may not make any notation on its books and records or give any instructions to immediate family members its Transfer Agent with respect to the transfer of the Securities other than such legend. [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, 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF 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 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 Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agree agrees 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 provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities 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 bear execute and deliver such reasonable documentation as a legend substantially pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of 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 ABOVESecurities.