SHARES SHALL BE TREATED AS SET FORTH IN
ARTICLE IX OF THE PLAN.
7.
PARTICIPANT'S REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS.
(A)
INVESTMENT INTENTION.
THE PARTICIPANT
REPRESENTS AND WARRANTS THAT THE PARTICIPANT IS ACQUIRING THE SERIES F SHARES
SOLELY FOR THE PARTICIPANT'S OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO
OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.
THE PARTICIPANT AGREES
THAT THE PARTICIPANT WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, TRANSFER, SELL,
PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY OF THE SERIES F SHARES (OR
SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE OR TAKE A PLEDGE OF ANY
SERIES F SHARES), EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THE RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") THEREUNDER, AND IN COMPLIANCE WITH
APPLICABLE STATE AND FOREIGN SECURITIES OR "BLUE SKY" LAWS.
THE PARTICIPANT
FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT NONE OF THE SERIES F SHARES
MAY BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
(I) UNLESS (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) THE PARTICIPANT SHALL HAVE DELIVERED TO
THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT, (C) A NO-ACTION LETTER FROM
THE COMMISSION, REASONABLY SATISFACTORY TO THE COMPANY, SHALL HAVE BEEN OBTAINED
WITH RESPECT TO SUCH DISPOSITION, OR (D) FOLLOWING A QUALIFIED IPO, IN AN EXEMPT
TRANSACTION UNDER RULE 144, (II) UNLESS SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN
EXEMPTION THEREFROM AND (III) UNLESS THE APPLICABLE PROVISIONS OF THE PLAN, THIS
AGREEMENT AND THE SECURITYHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH OR
HAVE EXPIRED.
4
(B)
LEGENDS.
THE GRANTEE ACKNOWLEDGES THAT ANY
CERTIFICATE EVIDENCING THE SERIES F SHARES GRANTED PURSUANT TO THIS AGREEMENT
SHALL BEAR THE FOLLOWING LEGENDS:
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT.
THE
COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT
(I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
THE ACT, (II) IN COMPLIANCE WITH RULE 144 OR (III) OTHERWISE PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT.
THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF THE SECURITYHOLDERS AGREEMENT, DATED AS OF DECEMBER 16, 2005, AMONG
INSIGHT COMMUNICATIONS COMPANY, INC. (THE "COMPANY"), AND THE OTHER PARTIES
THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER AND
OTHER PROVISIONS OF A SUBSCRIPTION AGREEMENT, DATED AS OF [
, 2005]; AND
(B) THE PROVISIONS OF THE INSIGHT COMMUNICATIONS COMPANY, INC.