Epstein Secrets

ree as follows: AGREEMENT 1. VOTING. 1.1 Key Holder Shares; Investor Shares. (a) The Key Holders ea

(assuming for this purpose that the Approved Sale is deemed to be a "liquidation" in accordance with the Company's Amended and Restated Articles of Incorporation in effect immediately prior to the Approved Sale); and (vi) subject to clause (v) above, requiring the same form of consideration to be available

ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR SITUATION. PROSPECTIVE PURCHASERS OF

s of interests between TDS and U.S. Cellular. • Certain matters, such as control by TDS and provisions in the U.S. Cellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular. • Any of the foregoing events or other events could cause rev

Parties *elated to this aCCOLMIt AccounbPIC Holder 0wnefTrst/ Settke of Powder of Foundation Jib

KYC Print Page 22 of 26 Type of Entity Other (specify): Purpose of Entity Other (spedfy): Country of Incorporation/registration: USVI Date of Incorporation! registration: 11/1/2007 Wicker Status: Volcker Flag: Address (city, street, post 575 Leidngton Ave, 4th Fl New York NY 10322 USA U.S. TIN/Elt

ree as follows: AGREEMENT 1. VOTING. 1.1 Key Holder Shares; Investor Shares. (a) The Key Holders ea

(assuming for this purpose that the Approved Sale is deemed to be a "liquidation" in accordance with the Company's Amended and Restated Articles of Incorporation in effect immediately prior to the Approved Sale); and (vi) subject to clause (v) above, requiring the same form of consideration to be available

nt to the Offer. An exchange of Shares for cash pursuant to the Offer will be a taxable transaction for United States feder=l income tax purposes. A Holder who participates in the Offer will, depending=on such Holder's particular circumstances, be treated either as recognizin= gain or loss from the disp

tion of the Company; (f) any oth=r material change in the Company's corporate structure or business; (g) a=y change in the Company's Certificate of Incorporation or By-Laws or any =ctions which may impede the acquisition of control of the Company by any person; (.) a class of equity security of the Company be

icular shares of any of the foregoing shall cease to be Registrable Securities once they have been sold in any public offering or transferred by the Holder in a transaction in which its rights under this Agreement are not assigned in accordance with the provisions of this Agreement. 1.10 "Registrable

t approved by the Board of Directors (and, if applicable, any requisite series or class of stock as may be required in the Company's Certificate of Incorporation), (ii) pursuant to the Company's first firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 or F

or by operation of law, or by gift or otherwise, except by a Transfer that meets the requirements hereinafter set forth in this bylaw: (a) If the Holder desires to Transfer any of his shares of stock, then the Holder shall first give written notice thereof to the corporation. The notice shall name th

ss to all shareholders. ARTICLE IV BOARD OF DIRECTORS Section 18. Powers. Subject to the provisions of law or any limitations in the Articles of Incorporation or these bylaws, as to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation

icular shares of any of the foregoing shall cease to be Registrable Securities once they have been sold in any public offering or transferred by the Holder in a transaction in which its rights under this Agreement are not assigned in accordance with the provisions of this Agreement. 1.10 "Registrable

t approved by the Board of Directors (and, if applicable, any requisite series or class of stock as may be required in the Company's Certificate of Incorporation), (ii) pursuant to the Company's first firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 or F