FORM OF BOARD MEMBER SUBSCRIPTION AND SHAREHOLDERS? AGREEMENT

Exhibit 10.4

FORM OF BOARD MEMBER

SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT

i

ii

      THIS BOARD MEMBER SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of ___________ ___, ____, is made by and among Burger King Holdings, Inc., a Delaware corporation (the “ Company ”), Burger King Corporation, a Florida corporation (“ Burger King ”), and the purchaser whose name appears on the signature page hereof (the “ Purchaser ”).

RECITALS

      WHEREAS, the Company was converted from a Delaware limited liability company to a Delaware corporation pursuant to the filing of a certificate of conversion and a certificate of incorporation with the Office of the Secretary of State on June 27, 2003;

      WHEREAS, immediately following the conversion of the Company to a Delaware corporation, the Sponsors (as defined below) beneficially owned in the aggregate one hundred percent (100%) of the issued and outstanding Common Stock (as defined below);

      WHEREAS, the Company beneficially owns one hundred percent (100%) of the issued and outstanding common stock of Burger King;

      WHEREAS, the Board of Directors (as defined below) has adopted the Burger King Holdings, Inc. Equity Incentive Plan pursuant to which awards may be granted to eligible employees of Burger King or any of its subsidiaries and members of the Board of Directors who are serving as independent directors (as the same may be amended and in effect from time to time, the “ Equity Incentive Plan ”) with respect to an aggregate maximum of                 shares of Common Stock;

      WHEREAS, pursuant to the terms of the Equity Incentive Plan, the Board of Directors has authorized the Company to grant to the Purchaser (i) an award of Investment Rights (as defined below) to purchase up to an aggregate of approximately 4,943 shares of Common Stock, subject to the purchase by the Purchaser from one or more of the Sponsors, as and to the extent the Company shall direct, of 9% Senior Notes due 2013 having an adjusted issue price equal to a percentage of the aggregate purchase price for shares purchased upon exercise of such Investment Rights (the “ Senior Notes ”), and/or (ii) Options (as defined below) to purchase up to an aggregate of approximately 450 additional shares of Common Stock;

      WHEREAS, the terms of the grant to the Purchaser of the Investment Rights and Options and the sale or transfer of shares of Common Stock upon exercise of Investment Rights or Options are set forth in a Confidential Offering Memorandum, dated July 11, 2003 (the “ Offering Memorandum ”), as supplemented and the additional documents enclosed therewith (together with the Offering Memorandum, the “ Offering Materials ”), copies of all of which have been provided to the Purchaser;

      WHEREAS, the Purchaser desires to exercise the Investment Rights granted to him and to subscribe for and purchase from the Company pursuant to the Equity Incentive Plan the aggregate number of shares of Common Stock set forth on the signature page hereof (the “ Shares ”), at a purchase price of $100.00 per share;

      WHEREAS, concurrently with his subscription for and purchase of the Shares, the Purchaser desires to subscribe for and purchase from one or more of the Sponsors, as and to the extent the Company shall direct, Senior Notes having an aggregate adjusted issue price equal to the amount set forth on the signature page hereof (together with principal added to such Senior Notes pursuant to Section 1(b) of the promissory notes evidencing such notes, the “ Purchased Senior Notes ”);

      WHEREAS, the Company desires to sell the Shares to the Purchaser on the terms and subject to the conditions set forth herein and in the Equity Incentive Plan and Offering Materials;

      WHEREAS, the right of the Purchaser to subscribe for and purchase the Shares is subject to, among other things, the Purchaser’s execution and delivery of this Agreement, which sets forth certain rights and obligations of the Purchaser with respect to the Shares and any other shares of Common Stock the Purchaser may acquire or hold from or after the date hereof (together with the Shares, the “ Company Shares ”).

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

      Section 1.1 Definitions . As used in the Agreement, the following terms shall have the following meanings.

      “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary. For these purposes, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. In addition, the term “Affiliate” when used with reference to a Sponsor shall include any Person that is treated as an affiliate of such Sponsor under the Sponsor Shareholders Agreement.

      “ Agreement ” has the meaning set forth in the preamble.

      “ Articles ” means the articles of incorporation and by-laws of the Company.

      “ Authorized Representatives ” means any an officer, partner or other authorized signatory of any Person within the definition of (i) TPG, (ii) Goldman and/or (iii) Bain.

      “ Bain ” means, collectively, Bain Capital VII Coinvestment Fund, LLC, Bain Capital Integral Investors, LLC and BCIP TCV, LLC and any Affiliates of the foregoing to

2

whom shares of Common Stock are Transferred after the effective date of the Sponsor Shareholders Agreement.

      “ Board of Directors ” means the board of directors of the Company.

      “ Burger King ” has the meaning set forth in the preamble.

      “ Business Day ” means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

      “ Cause ” means the Purchaser’s (i) gross negligence or willful misconduct in connection with his duties as a member of the Board of Directors or refusal, after demand, to substantially perform such duties, (ii) dishonesty, fraud, embezzlement, misappropriation of funds or theft or (iii) conviction of, or plea of nolo contendere to, a felony or other serious crime. If, subsequent to the Purchaser’s Termination of Active Service Without Cause, the Board of Directors determines that the Purchaser’s service as a member of the Board of Directors could have been terminated for Cause, the Purchaser’s service as a member of the Board of Directors will, at the election of the Board of Directors, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.

      “ Closing ” has the meaning set forth in Section 2.3.

      “ Common Stock ” means the common stock of the Company, par value $0.01 per share.

      “ Company ” has the meaning set forth in the preamble.

      “ Company Shares ” has the meaning set forth in the recitals.

      “ Disability ” means a physical or mental condition of the Purchaser rendering him unable to perform his duties as a member of the Board of Directors for a period of six (6) consecutive months or longer. The Purchaser’s service as a member of the Board of Directors shall be deemed to have terminated as a result of Disability on the date as of which the Board of Directors (or its designee) determines the Purchaser has become disabled under the foregoing definition.

      “ Drag-Along Buyer ” has the meaning set forth in Section 5.3(b) .

      “ Drag-Along Debt Buyer ” has the meaning set forth in Section 5.3(b) .

      “ Drag-Along Debt Disposition ” has the meaning set forth in Section 5.3(b) .

      “ Drag-Along Debt Notice ” has the meaning set forth in Section 5.3(b) .

      “ Drag-Along Disposition ” has the meaning set forth in Section 5.3(b) .

      “ Drag-Along Equity Buyer ” has the meaning set forth in Section 5.3(a) .

3

      “ Drag-Along Equity Disposition ” has the meaning set forth in Section 5.3(a) .

      “ Drag-Along Equity Notice ” has the meaning set forth in Section 5.3(a).

      “ Drag-Along Notice ” has the meaning set forth in Section 5.3(b) .

      “ Equity Incentive Plan ” has the meaning set forth in the recitals.

      “ Financing Agreements ” has the meaning set forth in Section 5.5(e) .

      “ Goldman ” means, collectively, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH& Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P., Bridge Street Special Opportunities Fund 2000, L.P., Stone Street Fund 2000, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P. and GS Private Equity Partners 2000 – Direct Investment Fund, L.P. and any Affiliates of the foregoing to whom shares of Common Stock are Transferred after the effective date of the Sponsor Shareholders Agreement.

      “ Investment Rights ” means an award granted under the Equity Incentive Plan pursuant to which the grantee has a limited right to purchase a stated number of shares of Common Stock, at a stated purchase price, on such terms and conditions as may be specified in connection with the grant of such award, including the requirement that, as a condition to the grantee’s purchase of any shares of Common Stock upon exercise of such right, the grantee enter into (or have previously entered into) a subscription and shareholders’ agreement, substantially in the form hereof or such other form as the Board of Directors may approve from time to time.

      “ IPO ” means an initial registered public offering of equity securities of the Company or any of its subsidiaries.

      “ Market Value ” means, as of the applicable date of determination, the fair market value of a share of Common Stock, as determined by the Board of Directors, in good faith, based on such factors as the Board of Directors deems appropriate; provided that, following a Public Offering, the Market Value of a share of Common Stock shall be the closing price for a share (or the average of the last bid and ask prices for a share of Common Stock, if applicable) on the last trading day prior to the day as of which Market Value is determined on the principal securities exchange on which shares of Common Stock are then listed for trading or the principal interdealer quotation system on which shares of Common Stock are then quoted for trading, as the case may be (or, if shares of Common Stock are not traded or quoted on such day, on the last day shares of Common Stock are traded on such exchange or quoted on such interdealer system, as the case may be).

      “ Option ” means an award granted under the Equity Incentive Plan pursuant to which the grantee may purchase a stated number of shares of Common Stock, for a stated exercise price and during a specified exercise period, on such terms and conditions as may be specified in connection with such grant.

4

      “ Person ” means an individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or a government or any agency or political subdivision thereof.

      “ Postponement Period ” has the meaning set forth in Section 5.5(e) .

      “ Proposed Transfer ” has the meaning set forth in Section 5.2(a) .

      “ Proposed Transferee ” has the meaning set forth in Section 5.2(a) .

      “ Public Offering ” means the effective date of a registration statement (other than a registration statement on Form S-4 or S-8, or any successor form) filed in connection with a registered public offering of equity securities of the Company following which at least 15% of the equity securities of the Company have been publicly distributed or sold or are being actively traded on a national securities exchange or quoted on an interdealer quotation system.

      “ Purchased Senior Notes ” has the meaning set forth in the recitals.

      “ Purchaser Permitted Transferee ” means, following the death of the Purchaser, the Purchaser’s estate or any other Person or Persons to whom Company Shares shall have Transferred by operation of law pursuant to the Purchaser’s will or the laws of descent and distribution.

      “ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related prospectus) filed on Form S-8 or any successor form thereto.

      “ Repurchase Period ” has the meaning set forth in Section 5.5(c) .

      “ Repurchase Price ” has the meaning set forth in Section 5.5(b) .

      “ Retirement ” means the Purchaser’s Termination of Active Service at or after the later of (i) his 65 ^th birthday and (ii) his completion of five years of service as a member of the Board of Directors.

      “ SEC ” means the Securities and Exchange Commission.

      “ Securities Act ” means the United States Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

      “ Selling Debt Sponsors ” has the meaning set forth in Section 5.3(b) .

      “ Selling Equity Sponsors ” has the meaning set forth in Section 5.3(a) .

5

      “ Selling Sponsors ” has the meaning set forth in Section 5.3(b) .

     “ Senior Notes ” has the meaning set forth in the recitals.

     “ Sponsors ” means, collectively, Bain, Goldman and TPG.

      “ Sponsor Shareholders Agreement ” means the shareholders’ agreement among the Company, Burger King and the Sponsors, as the same may be amended and in effect from time to time.

      “ Termination of Active Service ” means the termination of the Purchaser’s active services as a member of the Board of Directors for any reason.

      “ Termination Date ” means the date of the Purchaser’s Termination of Active Service.

      “ TPG ” means TPG BK Holdco LLC, a Delaware limited liability company and any of its Affiliates to whom Company Shares are Transferred after the effective date of the Sponsor Shareholders Agreement.

      “ Transfer ” means any direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation, gift, testamentary transfer or other encumbrance or other disposition of any interest, including the grant of an option or other right in respect of such interest, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law; and “ Transferred ”, “ Transferee ” and “ Transferability ” shall each have a correlative meaning.

      “ Without Cause ” means the Purchaser’s Termination of Active Service by the Board of Directors, other than any such termination by the Board of Directors for Cause or due to the Purchaser’s death, Disability or Retirement.

      Section 1.2 Other Interpretive Provisions . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

      (b) The words “ hereof ”, “ herein ”, “ hereunder ” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

      (c) The term “ including ” is not limiting and means “ including without limitation .”

      (d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

      (e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

6

ARTICLE II

SUBSCRIPTION FOR SHARES AND SENIOR NOTES;
PURCHASE AND SALE

      Section 2.1 Subscription for and Purchase of Shares and Senior Notes . (a) Subject to all of the terms and conditions of this Agreement, the Purchaser hereby subscribes for and shall purchase, and the Company shall sell to the Purchaser, the Shares at a purchase price of $100.00 per Share, at the Closing provided for in Section 2.3 hereof.

      (b) Subject to all of the terms and conditions of this Agreement, the Purchaser hereby subscribes for and shall purchase, and, provided all necessary consents have been provided to the Sponsors, the Company shall use its reasonable commercial efforts to cause one or more of the Sponsors identified by the Board of Directors to sell to the Purchaser, the Purchased Senior Notes, at the Closing provided for in Section 2.3 hereof.

      (c) Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to sell any Shares or to use its reasonable commercial efforts to cause one or more of the Sponsors to sell any Purchased Senior Notes and the Sponsors shall have no obligation to sell any Purchased Senior Notes to (i) any Person who is not an member of the Board of Directors at the time that such Shares and/or Purchased Senior Notes are to be sold or (ii) any Person who is a resident of a jurisdiction in which the sale of Shares or Purchased Senior Notes to him would constitute a violation of the securities, “blue sky” or other laws of such jurisdiction.

      Section 2.2 Consideration . Subject to all of the terms and conditions of this Agreement, the Purchaser shall deliver to the Company at the Closing referred to in Section 2.3 hereof immediately available funds in an amount equal to the aggregate purchase price for the Shares set forth on the signature page hereof and the aggregate adjusted issue price for the Purchased Senior Notes set forth on the signature page hereof; provided that the Company and the Purchaser hereby acknowledge and agree that the Company shall accept the funds delivered by the Purchaser as consideration for the Purchased Senior Notes on behalf of, and as agent and representative for, the Sponsor or Sponsors selling the Purchased Senior Notes to the Purchaser and the Company hereby further agrees to pay such funds (or cause such funds to be paid) to the selling Sponsor or Sponsors on behalf of the Purchaser as soon as practicable following receipt by the Company of those promissory notes of such Sponsor or Sponsors evidencing, in whole or in part, any portion of the Purchased Senior Notes to be sold to the Purchaser pursuant to this Agreement.

      Section 2.3 Time and Place . Except as otherwise agreed by the Company and the Purchaser, the closing (the “ Closing ”) of the transaction contemplated by this Agreement shall be held at the offices of Burger King, 5505 Blue Lagoon Drive, Miami, Florida at 10:00 A.M. (eastern daylight time) on December 17, 2004.

      Section 2.4 Delivery by the Company and the Sponsors . At the Closing, (i) the Company shall deliver to the Purchaser a stock certificate registered in the Purchaser’s name and representing the Shares, which certificate shall bear the legend set forth in Section 3.8 and any

7

other legend that the Company deems appropriate, and (ii) as agent and representative for and on behalf of the Sponsor or Sponsors that sell Purchased Senior Notes to the Purchaser, the Company shall deliver to the Purchaser a promissory note evidencing the Purchased Senior Notes, payable to the Purchaser, as the payee thereunder, substantially in the form thereof included in the Offering Materials; provided however that, in the Company’s sole discretion, in lieu of delivering a promissory evidencing the Purchased Senior Notes, the Company may deposit the funds delivered by the Purchaser as consideration for the Purchased Senior Notes in an interest bearing escrow account with a nationally recognized bank, as escrow agent, pending delivery of such funds to the selling Sponsor or Sponsors on receipt by the Company of the promissory notes of such selling Sponsor or Sponsors evidencing, in whole or in part, any portion of the Purchased Senior Notes purchased by the Purchaser hereunder. In such event, the terms of the escrow arrangement shall provide for (i) the release of the escrow funds (net of any accrued interest thereon) solely to the selling Sponsor or Sponsors upon and subject to receipt by the escrow agent of written notice from the Company, acknowledged by the Purchaser, that the Company has delivered a promissory note evidencing the Purchased Senior Notes to the Purchaser, such funds to be released and paid to each selling Sponsor in such amounts as the Company shall direct, and (ii) all interest earned on the escrow funds to accrue for the benefit of and be payable to the Purchaser at the time of release of the escrow funds (net of such accrued interest) to the selling Sponsor or Sponsors.

      Section 2.5 Delivery by the Purchaser . At the Closing, the Purchaser shall deliver to the Company the consideration referred to in Section 2.2 hereof.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

      On the date hereof, the Purchaser hereby represents and warrants to the Company and acknowledges and agrees, as the case may be, as follows with respect to his subscription for and purchase of the Shares and Purchased Senior Notes. As of the date of any subsequent subscription for and purchase or other acquisition of Company Shares, the Purchaser will be deemed to have repeated in its entirety each of the following representations, warranties, acknowledgements and agreement as if made at and as of that time with respect to such subsequent subscription, purchase or other acquisition of Company Shares.

      Section 3.1 Investment Intention . The Purchaser represents and warrants that he is acquiring the Shares and the Purchased Senior Notes solely for his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser further represents and warrants that any Company Shares subsequently acquired by the Purchaser will be acquired by him solely for his own account and not with a view to or for sale in connection with any distribution of such Company Shares.

      Section 3.2 Securities Law Matters . The Purchaser acknowledges receipt of advice from the Company that (i) neither the Shares nor and the Purchased Senior Notes have been (and any Company Shares subsequently acquired by the Purchaser are not expected to be) registered under the Securities Act or any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Company Shares, including the Shares, or

8

the Purchased Senior Notes, (iii) the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares (and any such Company Shares) and the Purchased Senior Notes unless the Shares (or such Company Shares) and/or Purchased Senior Notes are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“ Rule l44 ”) is not presently available with respect to sales of securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares (and any Company Shares subsequently acquired by the Purchaser) and/or the Purchased Senior Notes may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, (vi) the Company does not plan to file reports with the SEC or make information concerning the Company publicly available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes may be difficult to effect because of the absence of public information concerning the Company, (viii) the Purchaser is an “Accredited Investor” as such term is defined in Section 501(a),(1), (2), (3), (4) and (7) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his investment in the Shares and Purchased Senior Notes, and such holder is capable of bearing the economic risks of such investment (ix) a restrictive legend in the form set forth in Section 3.8 hereof shall be placed on the certificates representing the Shares (and any Company Shares subsequently acquired by the Purchaser), (x) a restrictive legend in the form set forth in the form of Senior Note included with the Offering Materials shall be placed on the promissory note evidencing the Purchased Senior Notes and (xi) a notation shall be made in the appropriate records of the Company indicating that the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes are subject to restrictions on transfer set forth in this Agreement and in the promissory note evidencing the Purchased Senior Notes and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes, as applicable.

      Section 3.3 Compliance with Rule 144 . If any of the Shares (or any Company Shares subsequently acquired by the Purchaser) or Purchased Senior Notes are to be disposed of in accordance with Rule 144, the Purchaser shall transmit to the Company an executed copy of Form 144 (if required by Rule 144) no later than the time such form is required to be transmitted to the SEC for filing and such other documentation as the Company may reasonably require to assure compliance with Rule 144 in connection with such disposition.

      Section 3.4 Ability to Bear Risk . The Purchaser represents and warrants that (i) the financial situation of the Purchaser is such that he can afford to bear the economic risk of holding the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes for an indefinite period and (ii) he can afford to suffer the complete loss of his investment in the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes.

9

      Section 3.5 Access to Information . The Purchaser represents and warrants that (i) he has carefully reviewed the materials furnished to him in connection with the transaction contemplated hereby (or with respect to any subsequent acquisition of Company Shares by the Purchaser), (ii) he has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the purchase of the Shares (and any Company Shares subsequently acquired by the Purchaser) and/or the Purchased Senior Notes and to obtain any additional information that he deems necessary to verify the accuracy of the information contained in such materials and (iii) his knowledge and experience in financial and business matters is such that he is capable of evaluating the risks of an investment in the Shares (and any Company Shares subsequently acquired by the Purchaser) and the Purchased Senior Notes.

      Section 3.6 Certain Restrictions on Transfer: Public Offerings; Compliance with Securities Laws .

      (a) The Purchaser acknowledges that he shall not be permitted to, and hereby agrees that he will not, Transfer any Shares (or any Company Shares subsequently acquired by the Purchaser) during the 20 days prior to and the 180 days (or such longer period as the applicable underwriters may specify) following the effective date of any Registration Statement filed by the Company in connection with an underwritten public offering of any equity securities of the Company.

      (b) The Purchaser further understands, acknowledges and agrees that none of the Shares (and no Company Shares subsequently acquired by the Purchaser) may be Transferred unless (i) (A) such disposition is pursuant to an effective Registration Statement under the Securities Act, (B) the Purchaser 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 or (C) a no-action letter from the SEC, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition, and (ii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

      (c) The Purchaser further understands, acknowledges and agrees that none of the Purchased Senior Notes may be Transferred except in accordance with the terms thereof, as set forth in the promissory notes evidencing the Purchased Senior Notes and the applicable terms of this Agreement.

      Section 3.7 Income Tax Liability; Section 83(b) Election . The Purchaser agrees that, within 20 days after his purchase of the Shares (and within 20 days after his purchase of any Company Shares subsequently acquired by the Purchaser), he shall, or shall affi