set forth certain
understandings and agreements regarding their respective ownership of Equity
Securities of the Company;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be
derived herefrom, the parties hereto agree as follows:
SECTION 1.
RESTRICTIONS ON TRANSFER.
EXCEPT AS SET FORTH BELOW,
NO PARTY HERETO MAY SELL, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF,
WHETHER DIRECTLY OR INDIRECTLY (BY MERGER OR SALE OF EQUITY IN ANY DIRECT OR
INDIRECT HOLDING COMPANY OR OTHERWISE), AND WHETHER VOLUNTARILY OR BY OPERATION
OF LAW ("TRANSFER"), ANY EQUITY SECURITIES TO ANY PERSON OTHER THAN THE
COMPANY.
THE TRANSFERS PROHIBITED BY THE FOREGOING SENTENCE SHALL, FOR
AVOIDANCE OF DOUBT, INCLUDE ANY TRANSFER OF THE CAPITAL STOCK OF ICI
COMMUNICATIONS, INC. FOR SO LONG AS IT IS A HOLDER OF EQUITY SECURITIES.
NOTWITHSTANDING THE FOREGOING, SUBJECT TO THE TERMS OF ANY SUBSCRIPTION OR LIKE
AGREEMENT
PURSUANT TO WHICH A SECURITYHOLDER ACQUIRED EQUITY SECURITIES, THE FOLLOWING
TRANSFERS OF SHARES OF EQUITY SECURITIES SHALL BE PERMITTED (EACH, A "PERMITTED
TRANSFER"):
(A)
TRANSFERS OF EQUITY SECURITIES OTHER THAN GOVERNANCE PREFERRED
STOCK BY ANY SECURITYHOLDER TO ANY PERMITTED ASSIGNEE OF SUCH SECURITYHOLDER,
AND TRANSFERS OF GOVERNANCE PREFERRED STOCK BY MR. KNAFEL AND MR. WILLNER UPON
THEIR DEATH TO ANY PERMITTED ASSIGNEE DESCRIBED IN CLAUSE (B)(III) OF THE
DEFINITION OF PERMITTED ASSIGNEE, IN EACH CASE WHETHER OR NOT SUCH PERMITTED
ASSIGNEE IS A SECURITYHOLDER AT THE TIME OF SUCH TRANSFER, PROVIDED, THAT SUCH
PERMITTED ASSIGNEE AGREES IN WRITING TO BECOME A PARTY TO THIS AGREEMENT, AND
PROVIDED FURTHER, THAT THE TRANSFER IS NOT A PROHIBITED TRANSFER AND SUCH
PERMITTED ASSIGNEE DELIVERS TO THE COMPANY (I) AN OPINION OF COUNSEL, WHICH
OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT THE TRANSFER DOES NOT FALL WITHIN SUB-CLAUSES (U), (V), (W), (X) OR
(Y) OF THE DEFINITION OF THE TERM "PROHIBITED TRANSFER", AND (II) A CERTIFICATE
OF THE TRANSFEROR AND THE TRANSFEREE, TO THE EFFECT THAT THE TRANSFEREE IS A
PERMITTED ASSIGNEE OF THE TRANSFEROR, AND PROVIDED FURTHER, THAT ANY SUCH
PERMITTED TRANSFEREE SHALL TAKE SUBJECT TO THE APPLICABLE PROXIES PROVIDED IN
SECTION 11.
(B)
TRANSFERS OF SHARES OF GOVERNANCE PREFERRED STOCK TO ANY PERSON,
PROVIDED, IN EACH CASE, THAT (I) IN THE CASE OF A PROPOSED TRANSFER OF SERIES A
VOTING PREFERRED STOCK, HOLDERS OF A MAJORITY OF THE SHARES OF SERIES B VOTING
PREFERRED STOCK CONSENT TO THE TRANSFER, AND IN THE CASE OF A PROPOSED TRANSFER
OF SERIES B VOTING PREFERRED STOCK, HOLDERS OF A MAJORITY OF THE SHARES OF
SERIES A VOTING PREFERRED STOCK CONSENT TO THE TRANSFER (PROVIDED, THAT SUCH
CONSENT SHALL NOT BE REQUIRED WITH RESPECT TO TRANSFERS OF GOVERNANCE PREFERRED
STOCK PERMISSIBLE UNDER SECTION 1(D) OR WITH RESPECT TO A TRANSFER BY CARLYLE OF
GOVERNANCE PREFERRED STOCK TO TC GROUP, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY, OR ANY INVESTMENT ENTITY THAT IS AN AFFILIATE OF AND IS DIRECTLY OR
INDIRECTLY MANAGED BY TC GROUP, L.L.C., SO LONG