terms hereof; the execution, delivery and performance of this Amendment by the New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the New Participating Stockholder is a party or by which the New Participating Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to the New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;
(c) This Amendment and the Stockholders’ Agreement constitute legal, valid and binding agreements on the part of the New Participating Stockholder; the shares of Class B Common Stock owned beneficially by the New Participating Stockholder are fully paid and nonassessable; and
(d) The shares of Class B Common Stock owned beneficially by the New Participating Stockholder are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders’ Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).
2. Address for Notices. The address for all notices to the New Participating Stockholder provided pursuant to the Stockholders’ Agreement shall be the address set forth below the New Participating Stockholder’s name on the signature page hereto, or to such other address as the New Participating Stockholder may specify to the Depository.
3. Agreement to be Bound by Stockholders’ Agreement. The New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.
4. Beneficiaries. The New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.
5. Amendment of Stockholders’ Agreement. The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.
6. Signature of Amendment by Trusts, Minors and Incompetents.
(a) In order for a trust exclusively (as defined in Section 1.11 of the Stockholders’ Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:
(i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders’ Agreement or shall sign this Amendment as a Participating Stockholder;
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