Common use of Limitations on Transfer Clause in Contracts

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. Subject to and except as provided in this Agreement and applicable Law, an Investor shall be permitted to Transfer from time to time any or all of the Series A Preferred Stock and Conversion Stock beneficially owned by it without the consent or approval of any Person. Each Stockholder hereby agrees that: (a) Each Securityholder hereby agrees no Transfer of Capital Stock shall occur in any manner that it will notviolates the provisions of the Certificate of Incorporation or Bylaws of the Company, directly this Agreement, or indirectlyany applicable Law, including federal or state securities Laws; (b) no Stockholder may Transfer any shares of Common Series A Preferred Stock or FS Warrants starting at the close of business on a date not more than fifteen (collectively, 15) days before the "Restricted Securities"date of the anticipated commencement of a bona fide roadshow for QPO (which date is notified by the Company in writing to the Stockholders before such date) unless such Transfer complies with and ending on the provisions hereof and earlier of (i) the initial settlement date of the QPO, (ii) twenty-one (21) days (or, if such roadshow includes in-person meetings in any jurisdiction outside the United States, thirty (30) days) after the first day of such roadshow and (iii) fifteen (15) days after such notification by the Company if the roadshow has not commenced by such date; provided, however, that, for so long as this Agreement remains in effect, the Company agrees not to terminate, amend or supplement (or agree to terminate, amend or terminate) any equivalent or substantially similar transfer restrictions in that certain Note Exchange Agreement dated April 15, 2016 among the Company and the other parties there in any way that is substantially more favorable to the Person(s) subject thereto than as set forth herein unless and until the Company terminates, amends or supplements the restrictions set forth in this Section 2.1(b). (c) during the period commencing on the effective time of a Public Offering and continuing until the earlier of (i) three hundred sixty-six (366) days from the effective time of such Public Offering and (ii) the date on which the shares of Series A Preferred Stock are converted into shares of Common Stock, each Stockholder agrees that it shall not enter into a transaction which would have the same effect, or enter into any swap, hedge or other similar arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities (but, for the avoidance of doubt, not the direct ownership of the shares of Series A Preferred Stock), whether any such aforementioned transaction or arrangement is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such swap, hedge or other similar arrangement; (d) no Stockholder may Transfer any shares of Series A Preferred Stock to any Person (any such Person, a “Restricted Transferee”) that is (A) a Competitor of the Company as determined by the Board in its good faith reasonable discretion, (B) listed on Schedule 2.1(d), (C) that is a target of any economic sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“Sanctions Target”), or (D) named on (x) a list promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter or (y) the World Bank Listing of Ineligible Firms; provided, however, that notwithstanding the foregoing, a Stockholder may at any time deliver to the Company’s General Counsel (with copies to the Company’s Chief Financial Officer, Treasurer and Corporate Secretary) a written list of potential transferees (including, for the avoidance of doubt, any potential Transferee the name of which is on any of the foregoing lists), and, if the Company does not indicate in writing within ten (10) Business Days after the submission of such list whether it considers, in the good faith reasonable judgment of the Board, all or any of such potential Transferees to be Restricted Transferee(s), then any such potential Transferee that has not been timely indicated by the Company to be a Restricted Transferee shall not be considered a Restricted Transferee and the Stockholder shall be permitted to Transfer to such Person pursuant to the terms of this Article II after the expiration of such ten (10) day period; and (e) no Stockholder may Transfer any shares of Series A Preferred Stock to any: (i) Person or member of such Person’s family (as the term “family” is defined in 34 C.F.R. Section 668.174(c)(4)), that alone or together, (i) exercises or exercised Substantial Control (as the term “substantial control” is defined in 34 C.F.R. § 668.174(c)(3)) over another educational institution or third-party servicer (as that term is defined in 34 C.F.R. Section 668.2) that owes a liability for a violation of a Title IV Program requirement or (ii) owes a liability for a Title IV Program violation; (ii) Person that has pled guilty to, pled nolo contendere, or been found guilty of, a crime involving the acquisition, use or expenditure of funds under the Title IV Programs or been judicially determined to have committed fraud involving funds under the Title IV Programs or has been administratively or judicially determined to have committed fraud or any other material violation of Law involving funds of any Governmental Authority or Educational Agency; or (iii) Person that has filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy, or to the knowledge of such Person, has a Subsidiary that has filed for relief in bankruptcy or had entered against it an order for relief in bankruptcy. (f) Notwithstanding anything in this Agreement or any other Transaction Documents to the contrary, starting immediately after the pricing of a Public Offering and continuing until the earlier of (x) the date on which the Initial Follow-On Public Offering is consummated pursuant to the Certificate of Designations and the Registration Rights Agreement or (y) if then converted, the date which is 120 days (or if a registration is suspended, postponed or otherwise not available pursuant to the terms of the Registration Rights Agreement, then an additional number of days equal to the length of such suspension, postponement or lack of availability) after the date on which an amount of Conversion Stock equal to or more than the Priority Amount has been registered pursuant to an effective registration statement in accordance with the terms of the Registration Rights Agreement, or if earlier, the date on which at least the Priority Amount under the Securities Act and such registration statement has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricsold, neither Wengen nor ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall offer, sell or otherwise Transfer, or agree to offer, sell or otherwise Transfer, either directly or indirectly, any of such Person’s Equity Securities other than (x) in the Company, including pursuant to Sections 2.3a Registration Statement or in a Public Offering; provided, 2.4 or 2.5however, (y) the foregoing restriction shall not apply with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer▇▇▇▇▇▇ Excluded Securities. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notDuring the six (6) month period following the date of the Closing (the “Initial Holding Period”), directly or indirectly, none of the members of the Sponsor Shareholder Group shall Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") its Company Shares unless such Transfer complies is (i) pursuant to or in connection with a Recommended Transaction or (ii) approved by the Board. (b) After the Initial Holding Period, for so long as the members of the Sponsor Shareholder Group beneficially own more than five percent (5%) of the Company Shares then issued and outstanding, no Sponsor Shareholder shall Transfer any of its Company Shares unless: (i) such Transfer is in compliance with the provisions hereof Securities Act and any other applicable securities or “blue sky” Laws; and (iii) any of the following conditions is satisfied in connection with such Transfer: (A) to the knowledge of such Sponsor Shareholder, the Transferee of such Company Shares (whether a Person or a “group”, as defined under the Exchange Act) would not, after completion of such Transfer, beneficially own more than ten percent (10%) of the Company Shares then issued and outstanding or, if such Transferee is, to the knowledge of such Sponsor Shareholder, a Passive Institutional Investor, fifteen percent (15%) of the Company Shares then issued and outstanding; (B) such Transfer is pursuant to, or in connection with, a Recommended Transaction; (C) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or Underwritten Offering; or (iiD) such Securityholder shall have furnished Transfer is approved by the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsBoard. (bc) During the Restricted Period,For purposes of: (i) each the foregoing clauses (a)(ii) and (b)(ii)(D), the Board shall act by a majority of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities members of the Board other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company)Designated Sponsor Directors; and (ii) BLUM the foregoing clause (b)(ii)(A), “knowledge” means the actual knowledge of the relevant Sponsor Shareholder, after review of the SEC’s ▇▇▇▇▇ system with respect to the Transferee if the identity of the Transferee is known and its Affiliates will not Transfer any Restricted Securities (i) in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior no event shall (A) the knowledge of such Sponsor Shareholder’s broker be imputed to such TransferSponsor Shareholder and (B) such Sponsor Shareholder have any obligation to make inquiry or investigation as to the identity of the Transferee and (ii) if such Sponsor Shareholder has actual knowledge of the identity of the Transferee, such Sponsor Shareholder shall be entitled to rely on information available on the SEC’s ▇▇▇▇▇ system as to such Transferee’s beneficial ownership of Company Shares. (cd) In Notwithstanding anything to the event contrary in this Section 3.01, from and after the expiration of the Initial Holding Period, the first Transfer of Company Shares made by any purported Sponsor Shareholder shall be pursuant to a Qualified Public Offering unless (i) a Qualified Public Offering of Company Shares has been completed prior thereto or (ii) the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that a Transfer by any of the Securityholders Permitted Holders (as defined in such agreements), in and of itself, would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions that would be triggered by a transfer by any Restricted Securities in violation of the Permitted Holders. (e) Notwithstanding anything to the contrary in this Section 3.01, the Company shall use its reasonable best efforts to effect a Qualified Public Offering on or prior to the expiration of the Initial Holding Period (it being understood that the size and manner of distribution of such Qualified Public Offering shall be at the Company’s discretion) unless the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that any Transfer of Company Shares by ICIL Triton Holdings, L.P. or any of its Affiliates, in and of itself, to Tulip Growth PCC Limited or any of its Affiliates would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions of this Agreement, that would be triggered by any such transfer. (f) Any purported Transfer will of Company Shares by a Sponsor Shareholder other than in accordance with this Section 3.01 shall be void null and of no effect void, and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause the Company’s transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions --------------------- hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the DLJ Parties and the Other Non-Non- Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that -------- ------- the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notSubject to the provisions of Section 2(b) below, directly if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or indirectlyDisability, Transfer all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any shares further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of Common Stock or FS Warrants (collectivelysuch a forfeiture, the "Restricted Securities") unless such Transfer complies with Company shall become the provisions hereof legal and (i) such Transfer is pursuant to an effective registration statement under beneficial owner of the Securities Act Shares being forfeited and has been registered under all applicable state securities rights and interests therein or "blue sky" laws or (ii) such Securityholder relating thereto, and the Company shall have furnished the Company with a written opinion right to retain and transfer to its own name the number of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsShares being forfeited by Employee. (b) During Subject to Sections 2.2(a) and 2.2(c), the Restricted Period, (i) each Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Non-BLUM Parties may Shares which, from time to time, have not Transfer any Restric▇▇▇ Securities other than (x) pursuant yet been released from the Forfeiture Restriction are referred to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferherein as “Unreleased Shares.” (c) In the event of any purported Transfer a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Securityholders Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of any Restricted Securities such surviving or acquiring corporation that may be issued in violation exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the provisions of this AgreementPlan, such purported Transfer will be void and of no effect and, if applicable, a written agreement between the Employee and the Company will not give effect to such Transferthat is signed by a duly authorized representative of the Company. (d) Each certificate representing Restricted Securities issued No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Securityholders will bear a legend Shares is subject to restrictions on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised transfer imposed by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):any applicable state and federal securities laws.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notDuring the six (6) month period following the date of the Closing (the “Initial Holding Period”), directly or indirectly, none of the members of the Sponsor Shareholder Group shall Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") its Company Shares unless such Transfer complies is (i) pursuant to or in connection with a Recommended Transaction or (ii) approved by the Board. (b) After the Initial Holding Period, for so long as the members of the Sponsor Shareholder Group beneficially own more than five percent (5%) of the Company Shares then issued and outstanding, no Sponsor Shareholder shall Transfer any of its Company Shares unless: (i) such Transfer is in compliance with the provisions hereof Securities Act and any other applicable securities or “blue sky” Laws; and (iii) any of the following conditions is satisfied in connection with such Transfer: (A) to the knowledge of such Sponsor Shareholder, the Transferee of such Company Shares (whether a Person or a “group”, as defined under the Exchange Act) would not, after completion of such Transfer, beneficially own more than ten percent (10%) of the Company Shares then issued and outstanding or, if such Transferee is, to the knowledge of such Sponsor Shareholder, a Passive Institutional Investor, fifteen percent (15%) of the Company Shares then issued and outstanding; (B) such Transfer is pursuant to, or in connection with, a Recommended Transaction; (C) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or Underwritten Offering; or (iiD) such Securityholder shall have furnished Transfer is approved by the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsBoard. (bc) During the Restricted Period,For purposes of: (i) each the foregoing clauses ‎(a)(ii) and ‎(b)(ii)(D), the Board shall act by a majority of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities members of the Board other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company)Designated Sponsor Directors; and (ii) BLUM the foregoing clause ‎(b)(ii)(A), “knowledge” means the actual knowledge of the relevant Sponsor Shareholder, after review of the SEC’s E▇▇▇▇ system with respect to the Transferee if the identity of the Transferee is known and its Affiliates will not Transfer any Restricted Securities (i) in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior no event shall (A) the knowledge of such Sponsor Shareholder’s broker be imputed to such TransferSponsor Shareholder and (B) such Sponsor Shareholder have any obligation to make inquiry or investigation as to the identity of the Transferee and (ii) if such Sponsor Shareholder has actual knowledge of the identity of the Transferee, such Sponsor Shareholder shall be entitled to rely on information available on the SEC’s E▇▇▇▇ system as to such Transferee’s beneficial ownership of Company Shares. (cd) In Notwithstanding anything to the event contrary in this ‎Section 3.01, from and after the expiration of the Initial Holding Period, the first Transfer of Company Shares made by any purported Sponsor Shareholder shall be pursuant to a Qualified Public Offering unless (i) a Qualified Public Offering of Company Shares has been completed prior thereto or (ii) the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that a Transfer by any of the Securityholders Permitted Holders (as defined in such agreements), in and of itself, would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions that would be triggered by a transfer by any Restricted Securities in violation of the Permitted Holders. (e) Notwithstanding anything to the contrary in this ‎Section 3.01, the Company shall use its reasonable best efforts to effect a Qualified Public Offering on or prior to the expiration of the Initial Holding Period (it being understood that the size and manner of distribution of such Qualified Public Offering shall be at the Company’s discretion) unless the definitions of “Change of Control”, “Change of Control Event” and “TCIL Change of Control” under each of the debt agreements of Triton or any of its subsidiaries existing on the date hereof have been amended such that any Transfer of Company Shares by ICIL Triton Holdings, L.P. or any of its Affiliates, in and of itself, to Tulip Growth PCC Limited or any of its Affiliates would not trigger a “Change of Control”, “Change of Control Event” or “TCIL Change of Control” (as defined in such agreements), or all such debt agreements have been terminated and have not been replaced with new debt agreements that contain similar change of control provisions of this Agreement, that would be triggered by any such transfer. (f) Any purported Transfer will of Company Shares by a Sponsor Shareholder other than in accordance with this ‎Section 3.01 shall be void null and of no effect void, and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause the Company’s transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder The Shareholder hereby agrees that it will notthat, directly except for any transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or indirectly, Transfer other disposition of any shares of Common Stock Shareholder Shares or FS Warrants any interest therein (collectively, the "Restricted SecuritiesTransfer") unless such Transfer complies with the provisions hereof and (i) such Transfer is effected pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel in form and substance reasonably satisfactory to the Company Company, of counsel reasonably satisfactory to the effect Company, that such Transfer is exempt from the provisions of Section 5 under the Securities Act; provided, however, that in no such registration is required because event shall the Shareholder be permitted to Transfer any Purchased Shares (or Option Shares acquired pursuant to the exercise of Matching Options) (x) during any lock-up period imposed by the underwriter of the availability Initial Public Offering and (y) until such time as the Shareholder ceases to be a member of the board of directors of the Company (the "Board"), except as otherwise permitted by both the Board and at least a majority of the voting power of the holders of Common Stock of the Company. (b) The Shareholder hereby agrees that, except for Transfers in connection with a sale of shares of Common Stock to the public pursuant to an exemption from effective registration statement filed under the Securities Act ("Public Offering"), Transfers pursuant to Rule 144 (other than Rule 144(k)) under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) Transfers pursuant to Sections 2.3Section 4 or 5, 2.4 or 2.5, (y) with respect no Transfer shall occur unless the transferee shall agree to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than become a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)party to, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes be bound to the same transferee (subject to such Persons executing and delivering Assumption Agreements to extent as its transferor by the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of terms of, this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Appendix A.

Limitations on Transfer. (a) Each Securityholder hereby agrees No CZH Holder shall assign, encumber or dispose of any interest in its SolarMax Shares during the period that it will notsuch SolarMax Shares are subject to the restrictions set forth in this Section 2.4. After any SolarMax Shares have been released from the restrictions set forth in this Section 2.4, directly no CZH Holder shall assign, encumber or indirectly, Transfer dispose of any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless interest in such Transfer complies SolarMax Shares except in compliance with the provisions hereof of this Agreement and (i) such Transfer is pursuant to an effective registration statement under applicable securities laws, including the Securities Act and has been registered under all applicable state securities Act. Any sale or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because transfer of the availability SolarMax Shares by any CZH Holder shall be void unless the provisions of an exemption from registration under this Section 2.4 are satisfied. For the Securities Act and all applicable state securities or "blue sky" lawsavoidance of doubt, one hundred percent (100%) of the SolarMax Shares will initially be subject to restrictions in this Section 2.4. (b) During Each CZH Holder agrees that, in order to ensure compliance with the Restricted Period, restrictions referred to in this Section 2.4, SolarMax may issue appropriate “stop transfer” instructions to its transfer agent, if any. SolarMax shall not be required (i) each of the Non-BLUM Parties may not Transfer to transfer on its books any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 SolarMax Shares that have been sold or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance otherwise transferred in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event violation of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, or (ii) to treat as owner of such purported Transfer SolarMax Shares or to accord the right to vote or pay dividends to any CZH Holder or other transferee to whom such SolarMax Shares shall have been so transferred. (c) Upon completion of the First Milestone, the number of SolarMax Shares set forth opposite each CZH Holder’s name under the caption “First Unvested Shares” on Exhibit A will vest and shall not be void and of no effect and subject to the Company will not give effect to such Transferrestrictions in this Section 2.4, other than the requirement that transfers be made in compliance with applicable securities Laws, including the Securities Act. (d) Each certificate representing Restricted Securities issued Upon completion of the Second Milestone, the number of SolarMax Shares set forth opposite each CZH Holder’s name under the caption “Second Unvested Shares” on Exhibit A will vest and shall not be subject to the Securityholders restrictions in this Section 2.4, other than the requirement that transfers be made in compliance with applicable securities Laws, including the Securities Act. (e) Upon completion of the Third Milestone, the number of SolarMax Shares set forth opposite each CZH Holder’s name under the caption “Third Unvested Shares” on Exhibit A will bear a legend vest and shall not be subject to the restrictions in this Section 2.4, other than the requirement that transfers be made in compliance with applicable securities Laws, including the Securities Act. (f) The determination as to whether the First Milestone, the Second Milestone, or the Third Milestone has been achieved shall be made in good faith by SolarMax and shall be final and binding on the face thereof substantially CZH Holders. (g) In the event that any Milestone is not met by December 31, 2017 (the “Outside Date”), the CZH Holders shall reconvey to SolarMax those SolarMax Shares as to which such Milestone shall not have been met, and SolarMax shall cancel and retire the SolarMax Shares allocated to the following effect (with completion of such additions thereto Milestone. The failure or changes therein as inability of any CZH Holder to convey to SolarMax any SolarMax Shares required to be so conveyed shall not impair the Company may be advised right to SolarMax to cancel and retire such SolarMax Shares if such Milestone shall not have been reached by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Outside Date.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. Each Supporting Third Party hereby agrees not to (a) Each Securityholder hereby agrees that it will notsell, transfer, assign, pledge, or otherwise dispose, directly or indirectlyindirectly their right, Transfer title or interest in respect of the Relevant Interests, in whole or in part, or any shares of Common Stock or FS Warrants interest therein (collectively, the "Restricted SecuritiesRelevant Claims"), or (b) grant any proxies, deposit any of its claims into a voting trust, or enter into a voting agreement with respect to any such Relevant Claim (clauses (a) and (b), collectively, a "Transfer") unless the recipient of such Transfer complies with the provisions hereof and Relevant Claim (ia "Transferee") agrees in writing (such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or writing, a "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or Transferee Acknowledgment"blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. , to be bound by this Agreement in its entirety without revisions (cincluding with respect to any and all claims or interests it already may hold against or in PGS prior to such Transfer) and to be bound by that certain side letter dated the date hereof among the parties hereto. Upon the execution of the Transferee Acknowledgment, the Transferee shall be deemed to constitute a Supporting Noteholder, a Supporting TPrS, a Supporting Bank, or a Supporting Shareholder, as the case may be. Any Transfer that does not comply with this paragraph shall be void ab initio. In the event of any purported Transfer by any a Transfer, the transferor shall, within three business days, provide written notice of such transfer to PGS, together with a copy of the Securityholders Transferee Acknowledgment. No Supporting Bank, Supporting TPrS, Supporting Noteholder or Supporting Shareholder may create any subsidiary or affiliate for the sole purpose of acquiring any Restricted Securities Bank Facilities, Trust Preferred Securities, Notes, or Shares without first causing such subsidiary or affiliate to become a party hereto, and a party to that certain side letter referred to in violation of the provisions first sentence of this Agreementparagraph 6, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear as a legend on the face thereof substantially to the following effect (with such additions thereto Supporting Bank, Supporting TPrS, Supporting Noteholder or changes therein a Supporting Shareholder, as the Company case may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):be.

Limitations on Transfer. (a) Each Securityholder hereby agrees Neither any WP Stockholder, any GS Stockholder nor the Co-Investor (nor, in the event that it will notthe Co-Investor shall have Transferred any Company Shares to a Co-Invest Limited Partner, directly or indirectly, such Co-Invest Limited Partner) may Transfer any shares of Common Stock or FS Warrants its Company Shares prior to December 22, 2016 (collectivelythe “Initial Holding Period”) without the prior written consent of each Sponsor whose Designated Sponsor Fund has, at the time of the proposed Transfer, the "Restricted Securities"right to designate at least one (1) unless such Transfer complies with the provisions hereof and (i) such Transfer is director pursuant to an effective registration statement under Section 2.01; provided, that such prohibition shall not apply to Transfers to Permitted Transferees in accordance with Section 4.02. After the Securities Act Initial Holding Period, any such Stockholder may Transfer its Company Shares only in accordance with, and has been registered under all subject to the applicable state securities provisions of, this Article IV. The limitations on Transfers of Company Shares set forth in this Article IV are in addition to any restrictions set forth in the Registration Rights Agreement, any “lock up” restrictions imposed by the underwriters in connection with any Public Offering, any other plan, program, contract, agreement or "blue sky" laws or (ii) such Securityholder shall have furnished policy pursuant to which the Company with a written opinion of counsel in form Shares may be subject, and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all any restrictions imposed by applicable state securities or "blue sky" lawslaw. (b) During Notwithstanding anything herein to the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3contrary, 2.4 or 2.5, (y) with respect to any Transfer of Company Shares effected by any WP Stockholder during the FS Parties and Initial Holding Period, the Other NonCo-Management Parties onlyInvestor (and, Transfers after in the applicable Permitted Third Party Transfer Date event that the Co-Investor shall have Transferred any Company Shares to Persons other than a Permitted Transferee Co-Invest Limited Partner, such Co-Invest Limited Partner) shall be permitted to transfer up to its Pro Rata Portion (or such greater amount as the Sponsors shall jointly determine or, if either Sponsor’s Designated Sponsor Fund shall have ceased to have the right to designate any directors pursuant to Section 2.01, such greater amount as the Sponsor whose Designated Sponsor Fund continues to have the right to designate at least one (1) director pursuant to Section 2.01 shall determine) of the Securityholder making Company Shares then held by the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such TransferCo-Investor. (c) In the event of any Any purported Transfer by any of the Securityholders of any Restricted Securities Company Shares other than in violation of the provisions of accordance with this AgreementAgreement shall be null and void, such purported Transfer will be void and of no effect and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause any transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued Except as provided in the Registration Rights Agreement, any Stockholder that proposes to Transfer Company Shares in accordance with the Securityholders will bear a legend on terms and conditions hereof shall be responsible for any expenses incurred by the face thereof substantially to the following effect (Company in connection with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Transfer.

Limitations on Transfer. (a) Each Securityholder hereby agrees Immediately prior to the effectiveness of this Agreement, it is expected that it Holdings will not, directly or indirectly, Transfer any complete the Spin-Off by distributing to its stockholders all shares of the Class A Common Stock or FS Warrants (collectivelyand Series A Preferred Stock then held by Holdings, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under which shares will represent all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory Capital Stock held by Holdings immediately prior to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsSpin-Off. (b) During the Restricted Period, (i) each of the Non-BLUM Parties Stockholders may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3Shares only in accordance with, 2.4 or 2.5, (y) with respect and subject to the FS Parties applicable provisions of, this Agreement, including Sections 2.3 and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer2.4. (c) In the event of any purported Transfer by any of the Securityholders a Stockholder of any Restricted Securities Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate or book entry representing Restricted Securities Shares held by a Stockholder, and each notice with respect to such Shares that may be issued or delivered pursuant to Section 151(f) of the Securityholders Delaware General Corporation Law, will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "“Legend"):”): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG ORCHARD SUPPLY HARDWARE STORES CORPORATION AND THE STOCKHOLDERS PARTY THERETO, DATED AS OF [Distribution Date], 201[1], AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF (THE “STOCKHOLDERS’ AGREEMENT”), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF ORCHARD SUPPLY HARDWARE STORES CORPORATION. THE STOCKHOLDERS’ AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.” In the case of shares of Class B Common Stock and Class C Common Stock held by a Stockholder, such Legend shall also include the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” The Legend will be removed by the Company, with respect to any certificate or book entry representing Shares, in the event of a Transfer permitted by this Agreement in which the Transferee is not required to enter into an Assumption Agreement pursuant to Section 2.2; provided, that the second paragraph of the Legend (solely with respect to shares of Class B Common Stock and Class C Common Stock) will only be removed if at such time it is no longer required for purposes of applicable securities laws. (e) Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall be permitted to Transfer any Shares to the Persons listed on Exhibit D hereto at any time without the written consent of the Major Stockholders, which may be given or withheld in their sole discretion.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will No Holder may Transfer any Shares (i) other than in accordance with Sections 7.2, 7.3, 7.4 or 7.5 or (ii) to a Transferee engaged in the business of the development, production, marketing, distribution or sale of vinyl and/or paper decorative surface products (a "Competitor"). C&A may not, directly or indirectly, Transfer any shares of Common Stock the Option in part or FS Warrants (collectively, the "Restricted Securities") unless such to a Competitor and may Transfer complies with the provisions hereof its entire rights in and (i) such Transfer is pursuant to an effective registration statement under the Securities Act Option only in the circumstances, and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory subject to the Company same conditions, permitted and specified in Sections 7.3 and 7.5 as applicable to the effect that no such registration is required because Transfers of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsShares. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of Option or any Restricted Securities Shares in violation of the provisions of this Agreement, such purported Transfer transfer will be void and of no effect and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities Shares issued to the Securityholders Holder will bear a the following legend on the face thereof substantially thereof: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE COMPANY, BDPI HOLDINGS LLC AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH OPTION AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH OPTION AGREEMENT. "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The aforesaid legend will be removed by the Company by the delivery of substitute certificates without such legend in the event of (i) a Transfer permitted by this Agreement and in which the Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Sections 7.1, 7.2 and 7.5 pursuant to the following effect (with terms hereof, provided however, that the second paragraph of such additions thereto or changes therein as legend will only be removed if at such time it is no longer required for purposes of the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Securities Act.

Limitations on Transfer. (a1) Each Securityholder hereby agrees that it will notWithout the prior written consent of the Company (which may be withheld by the Company in its sole discretion), directly or indirectly, no Shareholder may Transfer any shares Shares other than as permitted by the Plan. Section 4.2 or pursuant to the exercise of Common Stock the rights set forth in Section 6.1, Section 7.1, Section 8.1 or FS Warrants (collectivelySection 8.2. For greater certainty, the "Restricted Securities") unless such Company hereby consents to any Transfer complies in accordance with the provisions hereof and (i) such Transfer is Section 4.2 or pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because exercise of the availability of an exemption from registration under the Securities Act and all applicable state securities rights set forth in Section 6.1, Section 7.1, Section 8.1 or "blue sky" lawsSection 8.2. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c2) In the event of any purported Transfer by any of the Securityholders a Shareholder of any Restricted Securities Shares in violation of the provisions of this Agreement, the Plan, the Articles or the Memorandum, such purported Transfer will be void and of no effect and shall not be registered in the Company will not give effect to such TransferRegister. (d3) Each Unless and until the Company determines otherwise, Shares shall be uncertificated and recorded in the books and records of the Company. To the extent that any Shares are certificated, each certificate representing Restricted Securities issued to the Securityholders Shares will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or the requirements of any applicable government authority, any stock exchange or market upon which the Shares are then listed, admitted or quoted, as applicable, or necessary to give full effect to this Agreement the “Legend”): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE MANAGEMENT SHAREHOLDERS AGREEMENT AMONG 6922767 HOLDING (CAYMAN) INC. AND THE MANAGEMENT SHAREHOLDERS OF 6922767 HOLDING (CAYMAN) INC. THERETO, DATED AS OF , 2008, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE “MANAGEMENT SHAREHOLDERS AGREEMENT”), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF 6922767 HOLDING (CAYMAN) INC. THE MANAGEMENT SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS. CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE MANAGEMENT SHAREHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE MANAGEMENT SHAREHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE MANAGEMENT SHAREHOLDERS AGREEMENT.” The Legend will be removed by the Company, with respect to any certificate representing Shares, by the delivery of substitute certificates without such Legend in the event of a Transfer permitted by this Agreement and in which the Transferee is not required to be bound by, or become a party to, this Agreement, the "Legend"):.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly Neither the Custodial Receipts nor any interest therein may be transferred or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and resold (i) such Transfer is except as permitted under the Securities Act pursuant to registration or an effective exemption therefrom or (ii) to a transferee that is an employee benefit plan (within the meaning of Section 3(3) of ERISA) that is subject to Title I of ERISA, a plan as defined in Section 4975(e)(1) of the Code, or an entity whose underlying assets include the assets of any such plan by reason of a plan’s investment in the entity, or otherwise or (iii) to a transferee that is not a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act. The Subordinate Custodial Receipts can only be held by a single Holder and can only be transferred with the consent of F▇▇▇▇▇▇ Mac. (b) For the purpose of monitoring compliance with the foregoing restrictions, each transferee of a Custodial Receipt or a beneficial interest therein (other than F▇▇▇▇▇▇ Mac) shall deliver a completed and duly executed purchaser’s letter to the Custodian in the form attached hereto as Exhibit E-1, or in the case of a trust which the Depositor has formed, Exhibit E-2 (each, a “Purchaser’s Letter”). Any Purchaser’s Letter shall be available for inspection by the Depositor during normal business hours. The Depositor and the Custodian may rely conclusively upon the information contained in any such Purchaser’s Letter in the absence of actual knowledge to the contrary. In connection with any transfer, Custodian shall be provided with an unqualified Opinion of Counsel to the effect that such transfer may be effected without registration statement under the Securities Act or the registration requirements of any person under the Investment Company Act. (c) All Custodial Receipts shall bear legends stating that they have not been registered under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory are subject to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act transfer requirements described in Section 2.08(a) and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) hereof. By purchasing a Custodial Receipt or any interest therein, each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant purchaser shall be deemed to Sections 2.3, 2.4 or 2.5, (y) with respect have agreed to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transferthese transfer requirements. (d) Each certificate representing Restricted Securities issued The Custodial Receipts and related documentation including this Agreement may be amended or supplemented from time to time by the Depositor (with the prior written consent of F▇▇▇▇▇▇ Mac) to modify the restrictions on and procedures for resale and other transfers of the Custodial Receipts and interests therein to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the Securityholders will bear a legend on resale or other transfer of restricted securities generally if the face thereof substantially Depositor, the Custodian and F▇▇▇▇▇▇ Mac shall have received an Opinion of Counsel to the following effect that such amendment or supplement is necessary or appropriate. (e) In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Depositor shall provide to any Holder of a Custodial Receipt and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information which is reasonably available to the Depositor and required by Rule 144A as will enable the resale of such Custodial Receipt to be made pursuant to Rule 144A. In addition (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementprior written consent of F▇▇▇▇▇▇ Mac, the "Legend"):Depositor may from time to time modify the foregoing restrictions on resale and other transfers (including the form of Purchaser’s Letter), without the consent but upon notice to the Holders of the Custodial Receipts, in order to reflect any amendment to Rule 144A or change in the interpretation thereof or practices there under if the Depositor, Custodian and F▇▇▇▇▇▇ Mac shall have received an Opinion of Counsel to the effect that such amendment or supplement is necessary or appropriate.

Limitations on Transfer. (a) Each Securityholder The BT Investor and its Permitted Transferees hereby agrees that it such Stockholder will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") Securities unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder Stockholder shall have furnished the Company with a written opinion of counsel reasonably satisfactory to the Company in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3The BT Investor and its Permitted Transferees hereby agrees that, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, except for Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with a Public Offering, Transfers of Notes pursuant to Section 3.5 or 3.7 hereof and Transfers pursuant to Rule 144 under the Securities Act, no Transfer shall occur unless the transferee shall agree to become a party to, and be bound to the same transferee (subject to such Persons executing and delivering Assumption Agreements to extent as its transferor by the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities terms of, this Agreement in a transaction subject to accordance with the provisions of Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer7.5 hereof. (c) In the event of any purported Transfer by any Each of the Securityholders of any Restricted Securities BT Investor and its Permitted Transferees hereby agrees that, except as otherwise provided in violation of the provisions of this AgreementSection 3.2 hereof, such purported Transfer will be void and Stockholder shall not, without the prior written consent of no effect and the Company will not give effect to such Transfer. Blackstone (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company which consent may be advised withheld by counsel are required by law Blackstone in its absolute discretion), effect a Transfer, except for Transfers pursuant to Section 3.5, 3.7 or necessary to give full effect to this Agreement, the "Legend"):4 hereof.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notExcept as permitted pursuant to Section 2.1(b), directly or indirectly, Heinz shall not Transfer any shares of Common Series A Preferred Stock or FS Warrants (collectively, until the "Restricted Securities") unless such fifth anniversary of the Closing Date. Prior to making any permitted Transfer complies with the provisions hereof and (i) such Transfer is pursuant of shares of Series A Preferred Stock to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory any Person at any time prior to the Company fifth anniversary of the Closing Date, Heinz shall obtain an Investor Joinder from such transferee, and such transferee shall, by execution thereof, agree to become and automatically be deemed to be an Investor Stockholder subject to all of the rights and obligations contained in this Agreement applicable to Heinz and to have made on the date thereof all representations and warranties made on the date hereof by Heinz (modified, if necessary, to reflect the nature of such Person as a corporation, partnership, other entity or natural person). Promptly thereafter, Heinz shall cause originally executed copies of such Investor Joinder to be delivered to the effect that no Company, Artal and the other Investor Stockholders and shall notify such registration is required because Persons of the availability number of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsshares of Series A Preferred Stock Transferred. (b) During The restriction on Transfer contained in the Restricted Period,first sentence of Section 2.1(a) above shall be inapplicable with respect to: (i) each any Transfers of Series A Preferred Stock to a Permitted Transferee; provided if any Permitted Transferee ceases to be a Subsidiary of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect holder prior to the FS Parties and fifth anniversary of the Other Non-Management Parties onlyClosing Date, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a such Permitted Transferee shall Transfer its shares of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject Series A Preferred Stock back to such Persons executing and delivering Assumption Agreements holder or to the Company); another Subsidiary of such holder, and (ii) BLUM and its Affiliates will not any Transfer any Restricted Securities after the second anniversary of the Closing Date in accordance with the provisions of Section 2.2., provided, that no such Transfer shall be permitted under this Section 2.1(b) if it would constitute a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the default or event of default under any purported Transfer by agreement governing material debt of the Company or any of the Securityholders of any Restricted Securities its Subsidiaries; provided, further, that in violation of order to facilitate compliance with federal securities laws and the provisions of this Agreement, such purported Transfer will be void and the aggregate number of no effect and transferees under Section 2.1(b) shall not exceed 35 Persons at any time without the consent of each of the Company will and Artal, which consent shall not give effect be unreasonably withheld or delayed. (c) Any Transfer made in violation of this Section 2.1 (including, without limitation, a Transfer made without obtaining a necessary Investor Joinder) shall be null and void. The Company shall not permit such Transfer to be recorded on the Company's books and records and shall not otherwise cooperate in consummating such Transfer. (d) Each certificate representing Restricted Securities issued No Person shall be permitted to become a party to this Agreement except by executing an Investor Joinder pursuant to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to terms set forth in this Agreement, the "Legend"):Section 2.1.

Limitations on Transfer. (a) Each Securityholder Starr II hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") Distributed Shares unless such Transfer complies with the provisions hereof and is (i) an Exempt Transfer, (ii) pursuant to Sections 2.3 or 2.4, or (iii) consented to in writing by GRD Holding; provided that any such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "“blue sky" ” laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "“blue sky" ” laws. (b) During the Restricted Period, (i) each Any Transfer of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections shares of Company Common Stock by an AEA Investor must be made in compliance with Section 2.3, 2.4 or 2.5, (y) with respect to the FS Parties extent applicable. If an AEA Investor Transfers any shares of Company Common Stock to any of its Affiliates, such Affiliate shall duly execute and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering deliver an Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such TransferAgreement. (c) In the event of any purported Transfer by any of Starr II or the Securityholders AEA Investors of any Restricted Securities shares of Company Common Stock in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders Distributed Shares will bear a legend on the face thereof thereof, and each book-entry notation representing such Distributed Shares will be legended, substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "“Legend"):”): “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY, THE AEA INVESTORS AND THE MINORITY INVESTORS (AS AMENDED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT TO THE EXTENT APPLICABLE TO THE HOLDER BY THE TERMS OF SUCH STOCKHOLDERS’ AGREEMENT.” “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” The Legend will be removed by the Company by the delivery of substitute certificates or book-entry notations without such Legend in the event of a Transfer permitted by this Agreement (other than a granting of a security interest pursuant to Section 2.2(b)) in which the Permitted Transferee is not required to enter into an Assumption Agreement, and such removal is permitted by applicable law. The Company also agrees to remove the first paragraph of any similar Legend by the delivery of substitute certificates or book-entry notations without such paragraph of such Legend to any Stockholder (other than Starr II) following the closing of the IPO. Notwithstanding the foregoing, the Company may condition removal of the second paragraph of any Legend upon receipt of an opinion of counsel to the applicable Stockholder to the effect that the Legend is no longer required for purposes of applicable securities laws in form and substance reasonably satisfactory to the Company. (e) Neither Starr II nor any of the AEA Investors shall permit the Transfer of securities or other ownership interests in itself or any entity which directly or indirectly controls Starr II or such AEA Investor, as applicable, and the assets of which are comprised solely or primarily of the equity interests of Starr II or such AEA Investor, as applicable (an “Indirect Transfer”), unless the Person who controls Starr II or such AEA Investor, as applicable, immediately prior to such Indirect Transfer will continue to control Starr II or such AEA Investor, as applicable, after giving effect to such Indirect Transfer. (f) Until the second (2nd) anniversary of closing of the IPO, the Company may give stop-transfer and legending instructions to the Company’s transfer agent restricting the transfer of Company Common Stock acquired by any Person as a result of or in connection with a Starr Member Transfer. For the avoidance of doubt, this Section 1(f) is solely for the benefit of the Company and the Company shall be the only party entitled to enforce this Section 1(f).

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will notthat, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is except for Transfers effected by a Stockholder pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the effect Company that no such registration Transfer is required because exempt from or not subject to the provisions of the availability Section 5 of an exemption from registration under the Securities Act and all any other applicable state securities or "blue sky" laws. (b) During Each Stockholder hereby agrees that, except for Transfers in connection with a Public Offering, Transfers pursuant to Rule 144 under the Restricted Period, (i) each Securities Act, Transfers to the Company in one or more transactions approved by the Board of Directors of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) Company and Transfers pursuant to Sections 2.33.5 (tag-along transfers) and 3.6 (drag-along transfers), 2.4 or 2.5, (y) with respect no Transfer shall occur unless the transferee shall agree in a writing reasonably satisfactory in form and substance to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date Company to Persons other than become a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)party to, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes be bound to the same transferee (subject to such Persons executing and delivering Assumption Agreements to extent as its transferor by the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferterms of, this Agreement. (c) In Notwithstanding anything contained herein to the event contrary, each of any purported the Partnerships, the Veritas Investors and the Management Stockholders hereby agrees that, except for Transfers to the Company in one or more transactions approved by the Board and permitted Transfers pursuant to Section 3.2 (transfers to affiliates), 3.5 (tag-along transfers), 3.6 (drag-along transfers), 3.7 (piggyback registration transfers) or 3.8 (demand registration transfers), and subject to Section 3.9 (lock-up in connection with other registrations), a Transfer of Common Stock by any such Stockholder may occur only (i) after the Blackstone Investors shall have previously realized not less than $60 million net cash proceeds in the aggregate from one or more sales or other dispositions of Common Stock and (ii) in compliance with Rule 144 under the Securityholders of any Restricted Securities in violation of Act, PROVIDED, that with respect to the provisions of this AgreementPartnerships, such purported Transfer will be void the foregoing transfer restrictions shall apply only to Common Stock held as a Class A Asset and of no effect and the Company will shall not give effect apply to such TransferCommon Stock held as a Class B Asset. (d) Each certificate representing Restricted Securities issued The Partnerships shall implement partnership arrangements satisfactory to the Securityholders will bear Blackstone Investors whereby the partners of the Partnerships shall not be permitted to Transfer their partnership interests in a legend on manner that circumvents the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to provisions of this Agreement, the "Legend"):Section 3.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any RestricRestricted Securi▇▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the DLJ Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Restr▇▇▇▇d Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., ▇▇▇▇ STRATEGIC PARTNERS II, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, CALPERS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will -------- ------- only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notA Member may Transfer its Membership Units only in accordance with, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory subject to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsprovisions of, this Article VII. (b) During the Restricted Period, (i) each Any purported Transfer of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities Membership Units other than (x) in accordance with this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of Membership Units pursuant to Sections 2.3any such Transfer. Except for Permitted Transfers or Transfers in accordance with Section 7.05, 2.4 or 2.5each other Member must consent in writing to any purported Transfer, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the which Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (zif any) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (shall be subject to such Persons executing and delivering Assumption Agreements other Members’ preemption right on terms to be agreed between the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction Parties subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferagreement by the Parties on mutually acceptable terms. (c) In The Board or any officer of the event Company shall amend Schedule A and Schedule B to reflect the admission of any purported Transfer by additional Members and any of the Securityholders of any Restricted Securities Transfer, in violation of the provisions of each case, in accordance with this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such TransferArticle VII. (d) Each certificate representing Restricted The Membership Units have not been registered under the Securities issued Act and, therefore, in addition to the Securityholders will bear a legend other restrictions on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to Transfer contained in this Agreement, cannot be sold unless subsequently registered under the "Legend"):Securities Act or an exemption from such registration is then available. To the extent such Membership Units have been certificated, each certificate evidencing Membership Units and each certificate issued in exchange for or upon the Transfer of any Membership Units shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _______ AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED AS OF _______, 2013, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” The Company shall imprint such legend on certificates (if any) evidencing Membership Units. Notwithstanding the foregoing, to the extent the Membership Units are not certificated, this Agreement will contain a legend in substantially the form stated above.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, No Shareholder shall be entitled to Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless its Company Shares at any time if such Transfer complies with the provisions hereof and would: (i) such Transfer is pursuant to an effective registration statement under violate the Securities Act and has been registered under all applicable Act, or any state (or other jurisdiction) securities or "blue sky" “Blue Sky” laws applicable to the Company or the applicable Transfer of Company Shares; (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to cause the Company to become subject to the effect that no such registration is required because requirements of the availability U.S. Investment Company Act of an exemption 1940, as amended from registration time to time; or (iii) be a “prohibited transaction” under ERISA or the Securities Act and Code or cause all applicable state securities or "blue sky" lawsany portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. (b) During In addition, except (w) in connection with the Restricted Period, (i) each exercise of “piggyback” rights under the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than Registration Rights Agreement, (x) pursuant to Sections 2.3, 2.4 or 2.5as permitted by Section 4.2, (y) as Tagging Shareholders pursuant to Section 4.3, or (z) in order to comply with respect to Section 4.4 as a Drag-Along Shareholder, until both the FS GSCP Parties and the Other Non-Management Providence Parties onlycease to be Qualifying Shareholders, Transfers after no Shareholder may Transfer any Company Shares, except (i) in the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee case of the Securityholder making GSCP Parties, with the Transfer (subject to prior compliance in full with Section 2.2 and written consent of the Providence Parties; provided, however, that no such Persons executing and delivering Assumption Agreements to consent shall be required if the Company), and (z) with respect to the DLJ Providence Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company)are no longer Qualifying Shareholders; and (ii) BLUM in the case of the GS PEP Funds and GS EDMC Investors, LP, with the prior written consent of the GSCP Parties; provided, however, that no such consent shall be required if the GSCP Parties are no longer Qualifying Shareholders; (iii) in the case of the Providence Parties, with the prior written consent of the GSCP Parties; provided, however, that no such consent shall be required if the GSCP Parties are no longer Qualifying Shareholders; (iv) in the case of the Providence Co-Investors, with the prior written consent of the Providence Parties; provided, however, that no such consent shall be required if the Providence Parties are no longer Qualifying Shareholders; and (v) in the case of any other Shareholder, with the prior written consent of either the Providence Parties (for so long such parties are Qualifying Shareholders) or the GSCP Parties (for so long such parties are Qualifying Shareholders); provided, however, that no such consent shall be required if at such time neither the GSCP Parties nor the Providence Parties are Qualifying Shareholders. For the avoidance of doubt, any Company Shares received by a Shareholder pursuant to a pro-rata distribution by any other Shareholder to its Affiliates partners or members that is consented to pursuant to this Section 4.1(b) shall not be subject to the restrictions set forth in Sections 4.1, 4.2, 4.3 and 4.4 unless the other partners or members receiving such Company Shares become a party to this Agreement (if they are not already parties hereto) or otherwise agree to the restrictions set forth in Sections 4.1, 4.2, 4.3 and 4.4. In addition, each of the GSCP Parties and the Providence Parties (as applicable) agrees (a) to provide the other (i.e. either the GSCP Parties or the Providence Parties, as appropriate) written notice as soon as reasonably practicable (x) after receiving a request from any Shareholder to consent to a Transfer of Company Shares pursuant to this Section 4.1(b) and (y) after granting a consent to Transfer Company Shares pursuant to this Section 4.1(b), (b) to provide written notice, as soon as reasonably practicable after the granting of a consent to a Shareholder to Transfer Company Shares pursuant to this Section 4.1(b), to each other Shareholder of the granting of such consent and (c) that when granting a consent to any Shareholder to Transfer Company Shares pursuant to this Section 4.1(b), such GSCP Party or Providence Party (as applicable) will not unreasonably withhold its consent from any other Shareholder requesting a consent to contemporaneously Transfer any Restricted Securities in a transaction subject proportionate number of Company Shares pursuant to this Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer4.1(b). (c) In the event of any a purported Transfer by any of the Securityholders a Shareholder of any Restricted Securities Company Shares in violation of the provisions of this AgreementAgreement (including Section 4.6), such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to evidencing the Securityholders will Company Shares shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS AGREEMENT, DATED AS OF [•], COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the upon request by a Shareholder proposing to Transfer Company may be advised by counsel are required by law or necessary Shares pursuant to give full effect to any Transfer permitted under this Agreement, the "Legend"):Company shall provide such Shareholder, or its transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.1(d) shall cease and terminate upon the termination of this Article IV).

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "“Restricted Securities"”) unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "“blue sky" ” laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "“blue sky" ” laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM each ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "“Legend"):”): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., ▇▇▇▇ STRATEGIC PARTNERS II, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, CALPERS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (ai) Each Securityholder hereby agrees that it will Except as expressly provided in this Agreement, Seller shall not, directly or indirectly, Transfer offer or sell, pledge, transfer, or otherwise dispose of all or any shares portion of Common Stock the Convertible Note or FS Warrants the HealthCare Shares, or solicit any offer to buy, purchase, or otherwise acquire or take a pledge of all or any portion of the Convertible Note or the HealthCare Shares, as the case may be, except (collectively, A) in the "Restricted Securities") unless such Transfer complies with manner and to the provisions hereof and extent described in (i) such Transfer is pursuant to an effective a registration statement in effect under the Securities Act of 1933 (the "Act") covering the Convertible Note or the HealthCare Shares and has been registered as to which a prospectus meeting the requirements of the Act is duly delivered and filed as necessary to qualify the shares under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel for Seller, which opinion is in form and substance reasonably satisfactory to the Company counsel for HealthCare, to the effect that no such registration is required because proposed offer, sale, pledge, transfer, or other disposition of the Convertible Note or the HealthCare Shares may lawfully be made without such registration, delivery, and qualification or (B) pursuant to trades made on the ASE after 90 days following the Closing pursuant to Rule 904 of Regulation S under the Act, provided such resale on the ASE complies with applicable state securities laws. Seller acknowledges that it has consulted with counsel concerning the limited availability of exemptions from registration under the Act and it understands that it (i) may bear the economic risk of investment in the Convertible Note and the HealthCare Shares for an indefinite period of time because neither the Convertible Note nor the HealthCare Shares have been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or qualified as necessary under applicable state securities laws or an exemption from registration under the Securities Act, such as that contained in Rule 904, or from qualification under state securities laws, is available, (ii) except as provided in this Agreement, HealthCare is not obligated to register the Convertible Note or the HealthCare Shares under the Act and all or qualify them under applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (yiii) with respect to that absent registration under the FS Parties and Act, neither the Other Non-Management Parties only, Transfers Convertible Note nor the HealthCare Shares may ordinarily be sold in the United States for at least two years after the applicable Permitted Third Party Transfer Date Closing and then only in accordance with Rule 144 under the Act or in a bona fide transaction not involving a public offering to Persons other than a Permitted Transferee of the Securityholder making the Transfer (purchaser who shall be subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee restrictions on any resale, (subject to iv) that absent qualification under applicable state securities laws, the sale of the Convertible Note and the HealthCare Shares may be restricted by such Persons executing laws; and delivering Assumption Agreements to (v) the Company); andHealthCare Shares may not be sold, transferred or otherwise disposed of in the province of Alberta, Canada, or traded through the facilities of the ASE for a period of 90 days following the Closing. (ii) BLUM and its Affiliates will not Transfer Notwithstanding any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the other provisions of this Agreement, such purported Transfer will be void and Seller shall not, directly or indirectly, sell, transfer, or otherwise dispose of no effect and all or any portion of the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to Convertible Note or the Securityholders will bear a legend on HealthCare Shares within 12 months after the face thereof substantially to date of purchase of the following effect (with such additions thereto Convertible Note or changes therein the HealthCare Shares, as the Company case may be advised by counsel are required by law or necessary to give full effect to this Agreementbe, except in accordance with Regulation 204.011 of the "Legend"):Pennsylvania Code.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., ▇▇▇▇ STRATEGIC PARTNERS II, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, CALPERS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, Without the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a prior written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because consent of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties Blackstone Representative, BACI may not Transfer any Restric▇▇▇ Securities Ordinary Shares prior to the earlier of (x) the fifth (5th) anniversary of the date hereof and (y) the six (6) month anniversary of the Initial Public Offering (or such shorter period as the underwriters for such Initial Public Offering shall require of either the Blackstone Entities or BACI) (the "INITIAL SHARE HOLDING PERIOD") other than (x1) to a BACI Affiliate Transferee in accordance with the provisions of Section 2.2, (2) to one or more Blackstone Entities pursuant to Section 2.3, (3) as a Tagging Shareholder pursuant to Section 2.4, (4) as a Drag-Along Shareholder pursuant to Section 2.5 or (5) pursuant to Sections 2.3, 2.4 or 2.5, the rights set forth in the Registration Rights Agreement. Without limiting BACI's rights to transfer to a BACI Affiliate Transferee pursuant to clause (y1) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance preceding sentence, in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported proposed Transfer by any BACI of all of the Securityholders Ordinary Shares held by BACI to a Transferee that is an institutional investor of any Restricted Securities national reputation and that executes a BACI Permitted Assign Agreement, which proposed Transfer is subject to the rights set forth in violation Section 2.3 below, such consent of the provisions of this AgreementBlackstone Representative shall not be unreasonably withheld or delayed. After the Initial Share Holding Period, such purported BACI may Transfer will be void its Ordinary Shares only in accordance with, and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued subject to the Securityholders will bear a legend on the face thereof substantially applicable provisions of, this Article II or pursuant to the following effect rights set forth in the Registration Rights Agreement. Any Transferee of BACI prior to the six (with 6) month anniversary of the Initial Public Offering (or such additions thereto or changes therein shorter period as the Company may be advised by counsel are required by law underwriters for such Initial Public Offering shall require of either the Blackstone Entities or necessary to give full effect to this Agreement, the "Legend"):BACI) must qualify as a BACI Permitted Assign.

Limitations on Transfer. (a) Each Securityholder hereby Notwithstanding any other provision of this Agreement, prior to the earlier to occur of (i) the date which is one year following the Effective Time and (ii) the date on which ▇▇▇▇▇▇ is terminated by Instinet, other than in the case of a termination by Instinet for Cause or a termination with the consent of at least two Island Stockholders then entitled to designate directors under Section 2.2(a)(i) (the period from the Effective Time to the earlier to occur of (i) and (ii), the "Initial Share Holding Period"), none of any Holder or ▇▇▇▇▇▇ shall Transfer any Subject Shares or Datek Shares, and no Reuters Party shall Transfer any shares of Common Stock, other than (v) in the case of ▇▇▇▇▇▇, in connection with estate and family planning so long as the transferee has executed a Joinder Agreement in which it agrees to be treated as ▇▇▇▇▇▇ hereunder or by will or other instrument taking effect at death or by applicable laws of descent and distribution, (w) to any Reuters Party, any other Reuters Entity that has executed a Joinder Agreement in which it will notagrees to be treated as a Reuters Party hereunder, or Instinet, (x) in the case of a transfer by a Holder or any Reuters Party, to any Island Stockholder or (y) in the case of a Transfer by a Holder, to a Permitted Transferee of such Holder or (z) in the case of a Reuters Party, any pledge of any such securities or rights in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case set forth in clauses (w), (x) or (y), no such Transfer shall be effected unless and until (I) in the case of a Transfer by a Island Stockholder, such Island Stockholder has complied with Section 2.2(h) to the extent such Transfer would affect such Island Stockholder's rights pursuant to Section 2.2 and (II) Instinet shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is in compliance with the provisions hereof and any applicable securities laws and shall have acknowledged such compliance and, in each case set forth in clause (z), the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement. (b) Following the expiration of the Initial Share Holding Period and until the date which is three years following the Effective Time, the Holders shall not Transfer any Subject Shares in a Market Transaction except in accordance with and subject to the volume limitations specified in Rule 144(e) promulgated under the Securities Act (or any successor paragraph or rule of similar effect), without regard to any time limitations contained in Rule 144(k) (or any successor paragraph or rule of similar effect), provided that for purposes of determining compliance with paragraph (e) of Rule 144, all Holders of Subject Shares shall be deemed to be acting in concert, for the purpose of selling shares of Common Stock, with all other Holders of Subject Shares. Notwithstanding the foregoing, the restrictions set forth in this Section 2.1(b) shall not apply to Transfers by Holders pursuant to an underwritten offering conducted in accordance with the Registration Rights Agreement. (i) No Holder may Transfer Subject Shares to a Permitted Transferee of such Holder unless such Permitted Transferee has duly executed a Joinder Agreement in which it agrees to be treated as a Holder (if not already a Holder party to this Agreement) and such transferring Holder has complied with Section 4.10. No Reuters Party may Transfer shares of Common Stock to another Reuters Entity unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party (if not already a Reuters Party party to this Agreement) and such transferring Reuters Party has complied with Section 4.10. (ii) No Reuters Entity (in the case of Reuters Entities not wholly owned, directly or indirectly, by Reuters Parent, to the extent that Reuters Limited or Reuters Parent has the power to direct such Reuters Entity and such direction is consistent with any fiduciary obligations such Reuters Entity might have to third parties, it being understood that no Reuters Party shall act through or in concert with any such non-wholly owned Reuters Entity in any manner inconsistent with such Reuters Party's obligations hereunder) may acquire shares of Common Stock from any Person unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party. (iii) No Reuters Party may Transfer shares of Common Stock to a transferee that, alone or together with its Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, acquires from Reuters Parties, in a transaction or a series of related transactions, a number of shares of Common Stock representing at least 10% of the aggregate number of shares of Common Stock then outstanding, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by such Reuters Party's obligations under Section 2.3(a) with respect to such transferred shares, to the same extent applicable to such Reuters Party. (iv) At any time when Reuters Entities own shares of Instinet's stock representing 20% or more of the Total Voting Power of Instinet, no Reuters Party may Transfer shares of Common Stock, in a transaction or a series of related transactions, to a transferee that, immediately after giving effect to such Transfer would, together with such transferees' Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, have beneficial ownership of Instinet's stock representing 35% or more of the Total Voting Power of Instinet, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by Section 2.4 to the same extent applicable to Reuters Limited (except that (A) the percentage of additional shares of Common Stock that may be acquired in reliance on clause (w) of Section 2.4(a) following the Transfer from such Reuters Party shall be equal to the greater of (i) 40% and (ii) that percentage of the Total Voting Power of Instinet beneficially owned by such transferee, its Affiliates and any such "group" immediately after giving effect to the Transfer from such Reuters Party and (B) references in Section 2.4 to Reuters Entities and Reuters Parent shall be deemed to refer to Persons having an analogous relationship with such transferee and members of any such group). Any such agreement by a transferee to be bound by Section 2.4 shall not affect the obligations of any other Person that otherwise remains subject to Section 2.4 in accordance with its terms. (d) The parties hereto hereby acknowledge and agree that Instinet may impose stop transfer instructions with respect to the shares of Common Stock subject to the restrictions contained in this Article II in order to implement the restrictions on Transfers contained herein. (i) Each certificate representing Subject Shares, Datek Shares and any shares of Common Stock held by any Reuters Party or FS Warrants (collectivelyby a Person who is required, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities Section 2.1(c)(iii) or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company2.1(c)(iv), and (z) with respect to agree to be bound by the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions portions of this AgreementAgreement specified in such Sections, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company Instinet may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 9, 2002, AMONG INSTINET GROUP INCORPORATED, REUTERS LIMITED, REUTERS C CORP., REUTERS HOLDINGS SWITZERLAND SA AND THE OTHER STOCKHOLDERS PARTY THERETO, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT APPLICABLE TO THE SHARES REPRESENTED BY THIS CERTIFICATE." (ii) Each Reuters Party and any Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections will cause any applicable shares of Common Stock, and each Holder and ▇▇▇▇▇▇ will cause any Datek Shares or shares of Common Stock received by such Holder or ▇▇▇▇▇▇ in respect of such Holder's or ▇▇▇▇▇▇'▇ interest in Datek, in each case held by such party at the Effective Time or acquired by such party at any time thereafter to be delivered to Instinet for the purpose of applying the Legend. Instinet shall return to the delivering party, as promptly as possible, any shares so delivered. The delivery of such shares by the delivering party shall not in any way affect such party's rights with respect to such shares. (iii) The Legend will be promptly removed by (or at the direction of) Instinet, with respect to any certificate representing shares of Common Stock or Datek Shares, by the delivery of substitute certificates without such Legend (w) with respect to Subject Shares or any shares of Common Stock held by a Reuters Party or by a Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections, in the event of a Transfer permitted by this Agreement and in which the transferee is not required to enter into a Joinder Agreement pursuant to the terms of this Agreement or otherwise agree in writing to be bound by certain provisions of this Agreement, (x) with respect to Subject Shares held by any Holder, following termination of this Agreement with respect to such Holder, (y) with respect to any Datek Shares, following termination of this Agreement with respect to all Subject Shares to which such Datek Shares relate or (z) with respect to Subject Shares held by ▇▇▇▇▇▇, following the expiration of the Initial Share Holding Period. (f) At least five days prior to any Transfer of shares of Common Stock during the Initial Share Holding Period, the transferring party shall give written notice of such Transfer to Instinet, the Holders and the Reuters Parties. Each such notice required by this paragraph shall describe the manner of the proposed Transfer and the number and nature of the securities involved. (g) Any Transfer or successive Transfer of capital stock of Datek (other than Datek Shares) by an Island Stockholder shall be subject to the provisions of Section 4(l) of the Company Voting Agreement, to the extent provided therein.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notThe Investor may Transfer its Capital Securities only in accordance with, directly and subject to the applicable provisions of, this Article 7. The limitations on Transfers of Capital Securities set forth in this Article 7 are in addition to any restrictions imposed by applicable Law (including the satisfaction of any pre-filing or indirectlypre-approval requirements under any license, Transfer any shares of Common Stock permit, authorization or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all rules or regulations applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to or the effect that no such registration is required because Beneficial Ownership of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsits Capital Securities). (b) During the Restricted period beginning on the date hereof and ending on the six (6) year anniversary thereof (the “Lock-Up Period, ”), the Investor shall not Transfer any Capital Securities without the prior approval of the Board, including the approval of a majority of Non-Investor Directors then in office, except to a Permitted Transferee or as expressly permitted by Article 5; provided, that prior to a Transfer to a Permitted Transferee, (i) each of the Non-BLUM Parties may not Investor shall give the Company five (5) Business Days’ prior written notice that such Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties is being made and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM the Investor and its Affiliates will not Transfer any Restricted transferee of such Capital Securities in a transaction subject shall comply with all applicable Laws, including as to Section 2.4 unless Section 2.4 is complied registration or exemptions under applicable Laws, with in full prior respect to such Transfer. (c) In The Investor shall not be entitled to Transfer any Capital Securities or any other rights under this Agreement (including pursuant to a Permitted Transfer) at any time if such Transfer would: (i) violate applicable Laws, including the event of Securities Act or any purported Transfer by state (or other jurisdiction) securities or “Blue Sky” Laws applicable to the Company or Capital Securities or any applicable Foreign or State Act; (ii) cause the Company to become subject to the registration or reporting requirements of the Securityholders Investment Company Act; (iii) at any time prior to consummation of any Restricted Securities in violation an IPO or a Qualified Direct Listing, cause the Company to become subject to the registration requirements of Section 12(g) of the provisions Exchange Act; (iv) result in any entity which, in the good faith reasonable determination of this Agreementthe Board, directly or indirectly Competes with the Company, Beneficially Owning such purported Transfer will Capital Securities; and (v) require any adverse filing, notice or disclosure to be void and made by the Company under the applicable requirements of no effect Antitrust Laws and the Company will not give effect Exon-▇▇▇▇▇▇ Amendment to such Transferthe Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended, including the implementing regulations thereof codified at 31 C.F.R. Part 800. (d) Each certificate representing Restricted Any purported Transfer of Capital Securities issued by the Investor other than in accordance with this Agreement shall be null and void ab initio, and the Company shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of its Capital Securities pursuant to any such Transfer. Until such purported Transfer shall be rescinded, any Capital Securities Transferred in violation of this Agreement, shall not be entitled to, and the Investor shall irrevocably waive, (i) all right, title and interest in or to such Capital Securities, (ii) all rights to vote such Capital Securities and (iii) any distributions or dividends in respect thereof, from and after the date of such purported Transfer. The Transferee of any Capital Securities Transferred in violation of this Agreement shall not be entitled to, and shall irrevocably waive, (i) all right, title and interest in or to such Capital Securities, (ii) all rights to vote such Capital Securities and (iii) any distributions or dividends in respect thereof. Notwithstanding the foregoing, if the Investor would have been entitled to distributions or dividends in respect of such purportedly Transferred Capital Securities but for the immediately preceding sentence (“Withheld Distributions”), if and when such purported Transfer shall be rescinded, the Investor shall be entitled to receive all such Withheld Distributions (without interest or penalty of any kind for the period withheld). If the Investor Beneficially Owns any Capital Securities other than shares of Class C Common Stock or Class C-1 Common Stock, other than pursuant to the Securityholders will bear consummation of a legend on Permitted Buyout Offer in compliance with the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to terms of this Agreement, the "Legend"):Investor shall promptly thereafter exchange all such Capital Securities for an equal number of shares of Class C Common Stock or Class C-1 Common Stock, as applicable, and execute other documents and materials and materials as may be reasonably requested by the Company to consummate such exchange.

Limitations on Transfer. Each Member is freely permitted to Transfer its Interests, subject to compliance with the other provisions of this Article VII and the following: (a) Each Securityholder hereby agrees No Transfer by Arc is permitted without the consent of EFS. (b) No Transfer by EFS is permitted to a Person that it will notis a Material Competitor or Material Customer. (c) Any Transfer by EFS (or Transfer by any transferee or successive transferee thereof) must comply with the procedures set forth in Section 7.02. (d) Notwithstanding any other provision herein, directly or indirectly, no Transfer any shares (without taking into account the last sentence of Common Stock or FS Warrants (collectively, the "Restricted Securities"definition of Transfer) of Interests is permitted unless such Transfer complies is in compliance with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished laws, and, if requested by another Member, the Transferring Member has delivered to the Company with a written an opinion of counsel counsel, in form and substance reasonably satisfactory to the Company Company, to the effect that no such registration Transfer is required because either exempt from the requirements of the availability of an exemption from registration under the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with. Furthermore, if another Member so requests, (i) a Transferee of Interests must agree in writing to take and accept such Interests subject to all applicable state securities or "blue sky" lawsof the restrictions, terms and conditions contained in the Certificate and this Agreement, the same as if it were a signatory party hereto, and (ii) the Company will not be required to recognize any permitted Transfer of Interests until the instrument Transferring such Interests and assuming all obligations under this Agreement has been delivered to the Company and is satisfactory to the Members in their reasonable discretion. (be) During Except following the Restricted Period,consummation of a public offering, no such Transfer (without taking into account the last sentence of the definition of Transfer) will be permitted if it would: (i) each cause the Company or any Subsidiary, in the opinion of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements counsel to the Company, to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), and (z) with respect to including the DLJ Parties onlylook-through rule in Treasury Regulation Section 1.7704-1(h)(3), Transfers or would otherwise cause the Company, in the opinion of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements counsel to the Company); and, to be treated as an association taxable as a corporation for federal or state income tax purposes; (ii) BLUM affect the Company’s existence or qualification as a limited liability company under the Act; (iii) cause the Company, in the opinion of counsel to the Company, to be “terminated” as a partnership under Section 708(b)(1)(B) of the Code or to be “terminated” as a partnership for state income tax purposes, unless the transferor or the transferee shall agree to indemnify the non-transferring Member, in form and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior substance reasonably satisfactory to such Member, on an after-tax basis from any adverse income tax consequences resulting from such termination (provided that, for purposes of this section 7.01(e)(iii), a “Transfer. ” shall include the conversion of a Member (cor, if applicable, any upper-tier entity) In the event of any purported Transfer by any from a corporation, partnership or disregarded entity for federal income tax purposes into one of the Securityholders other forms (corporate, partnership or disregarded entity) and any other direct or indirect transfer of any Restricted Securities in violation an Interest that would be treated as a “sale or exchange” for purposes of Section 708 of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect Code (including transfers to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Affiliates));

Limitations on Transfer. Notwithstanding any other provision of this Agreement (aother than Section 2.1.4) Each Securityholder hereby agrees that it or the Series D Certificate of Designation, other than as specifically approved by the Company, Wireless will notnot sell, directly transfer or indirectlyotherwise dispose of any of the Wireless Common Shares, Transfer the Series D Shares, or any shares of Common Stock issued upon conversion of the Series D Shares, except as follows (sales, transfers and dispositions of such securities as permitted by any of the following Sections 3.3(a), 3.3(b), 3.3(c) and 3.3(d) shall not reduce the number of such securities that may be sold, transferred or FS Warrants disposed of pursuant to any of the other of such sections): (collectivelya) Wireless may sell all or any portion of such securities at any time or times more than six (6) months after the Closing, the in one or more privately negotiated sales to any person or group that is not a "Restricted Securities") unless such Transfer complies Person," as identified in Schedule 3.3 hereto, so long as Wireless and the transferee comply with the provisions hereof and following: (i) Prior to consummating any such Transfer sale, Wireless shall give written notice thereof to the Company specifying the number of securities that Wireless desires to sell. For a period of five (5) business days following such notice, the Company shall have the exclusive right to negotiate with Wireless with respect to the purchase of such securities by the Company or its nominee. Such exclusive right shall not be deemed to be a right of first offer or right of first refusal, and Wireless shall have the right to reject any offer made by the Company or its nominee during such period. If no such offer is made and accepted prior to the expiration of such period, Wireless shall have the right for a period of three (3) months following expiration of such period to offer and sell such securities on such terms and conditions as shall be acceptable to Wireless. If any of such securities remain unsold at the end of such period and Wireless desires to sell such securities under this Section 3.3(a), Wireless shall again be required to comply with the notice and other provisions of this Section 3.3(a). (ii) The transferee of any securities sold pursuant to this Section 3.3(a) shall consent in writing to be bound by the provisions of this Agreement, and an effective original of such consent shall be delivered to the Company. (b) At any time or times more than twelve months after the Closing Date, Wireless may sell all or any portion of the Wireless Common Shares and any shares of Common Stock issued upon conversion of the Series D Shares in one or more sales in any available over-the-counter market for the Common Stock and/or through any exchange on which the Common Stock is then traded, subject to the following: (i) The aggregate number of shares of Common Stock sold during each period shown in the following table (a "Period") shall not exceed the sum of (A) the number of shares (which number shall be equitably adjusted to take into account any combination or subdivision of the Common Stock effected prior to or following the Closing Date) indicated in the table for that Period, plus (B) the number of such shares that could have been but were not sold pursuant to this Section 3.3(b) (determined without regard to Section 3.3(b)(ii)) during any prior Period (the number of shares determined by such sum for any Period will be referred to as the "Permitted Period Shares"): Period (after Closing Date) Permitted Sales 12 months - 18 months 2,650,000 shares 18 months - 24 months 2,650,000 shares 24 months - 30 months 2,650,000 shares After 30 months 5,300,000 shares (ii) Prior to making any sale of such shares in any Period, Wireless shall give the Company notice of its intention to do so. For a period of five (5) business days following receipt of such notice, the Company shall have the option, exercisable by written notice to Wireless, to conduct an underwritten offering of all of the Permitted Period Shares pursuant to a registration statement under the Securities Act filed in accordance with Section 2.02 and has been registered under all applicable state securities or "blue sky" laws or the other terms and conditions of the Registration Rights Agreement (ii) such Securityholder shall have furnished as defined below). The number of shares to be included in the Company with a written opinion of counsel in form and substance reasonably satisfactory registration statement may be reduced to the Company to extent that the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):managing underwriter

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will not, directly or indirectly, such Stockholder shall not Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with Equity Interests in any manner that violates the provisions hereof and of this Agreement or any applicable federal or state securities laws. (ib) Each Stockholder hereby agrees that, except for Transfers pursuant to Section 4.2 (for which the Stockholder has provided not less than five (5) days’ prior written notice, to the Company of such Transfer is Transfer), 4.6 or 4.7 or Transfers effected pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer of Equity Interests by such Stockholder shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with furnished, after it has made a written request to that effect within five (5) days of its receipt of a notice of such Transfer, with an opinion of counsel in form and substance reasonably satisfactory to the Company from counsel reasonably satisfactory to the Company that such Transfer may be made without registration under Section 5 of the Securities Act and any applicable state securities laws; provided, however, that this Section 4.1(b) shall not apply to (x) Transfers of Equity Interests by a Stockholder (or Stockholders) who (i) beneficially owns less than ten percent (10%) of the shares of Common Stock then issued and outstanding; (ii) is not an “Affiliate” (as such term is defined in Rule 405 under the Securities Act) of the Company, and (iii) has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Stockholder effecting such Transfer, to the effect that no the requirements of clauses (i) and (ii) of this proviso are satisfied and that the Stockholder making such registration Transfer did not receive the securities proposed to be Transferred with a view to a subsequent distribution, (y) Transfers of Equity Interests by a Stockholder who is required because not an “Affiliate” (as such term is defined in Rule 405 the Securities Act) of the availability Company and who has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Stockholder effecting such Transfer, to the effect that such Stockholder is not an exemption from registration “Affiliate” (as such term is defined in Rule 405 under the Securities Act) of the Company and that the Transfer is being made in compliance with Rule 144 under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect Transfers of Equity Interests to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes Company pursuant to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer repurchase provisions of any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfermanagement equity plan or agreement or independent director equity plan or agreement. (c) In Each Stockholder hereby agrees that no Transfer (other than a mortgage, pledge or hypothecation or in connection with clause (z) of Section 4.1(b)) of Equity Interests by such Stockholder shall be permitted unless and until the event of any purported Transfer proposed Transferee agrees in writing to become a party to, and be bound to the same extent as its Transferor by any of the Securityholders of any Restricted Securities in violation of terms of, this Agreement pursuant to the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such TransferSection 7.6 hereof. (d) Each certificate representing Restricted Securities issued Notwithstanding any other provisions of this Agreement to the Securityholders will bear contrary, prior to a legend on the face thereof substantially Public Offering, no Transfer of Equity Interests shall be permitted if, after giving effect to such Transfer, and after giving effect to the following effect (with conversion, exercise or exchange of all Common Stock Equivalents, such additions thereto or changes therein as Transfer would result in the Company may be advised by counsel are required by law or necessary becoming subject to give full effect to this Agreement, the "Legend"):reporting requirements of the Exchange Act.

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will not, directly or indirectly, no Transfer shall occur in any shares manner that violates the provisions of Common Stock or FS Warrants (collectivelythis Agreement, the "Restricted Securities"Registration Rights Agreement or any applicable federal or state securities laws. (b) unless such Transfer complies with the provisions hereof and (i) such Transfer is Each Stockholder hereby agrees that, except for Transfers pursuant to Section 4.2, 4.5 or 4.7 or Transfers effected pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel in form and substance reasonably satisfactory to the Company from counsel reasonably satisfactory to the effect Company that no such Transfer may be made without registration is required because of the availability of an exemption from registration under Section 5 under the Securities Act and all any applicable state securities laws; provided, however, that this Section 4.1(b) shall not apply to (x) Transfers by a Person (or "blue sky" laws. (bPersons) During the Restricted Period, who (i) each beneficially owns less than 10% of the Non-BLUM Parties may shares of Common Stock then outstanding; (ii) is not an “Affiliate” (as such term is defined under the Securities Act), of the Company, and (iii) has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Person effecting such Transfer, to the effect that the requirements of clauses (i) and (ii) of this proviso are satisfied and that the Person making such Transfer any Restric▇▇▇ Securities other than (x) pursuant did not receive the securities proposed to Sections 2.3, 2.4 be Transferred with a view to a subsequent distribution or 2.5, (y) Transfers by an Original Stockholder who has furnished the Company with respect to the FS Parties a certificate, in form and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements substance reasonably satisfactory to the Company), and (z) with respect signed by an authorized officer of the Person effecting such Transfer, to the DLJ Parties only, Transfers of Restricted effect that the Transfer is being made in compliance with Rule 144 under the Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such TransferAct. (c) In Each Stockholder hereby agrees that, except for Transfers in connection with a Public Offering and Transfers pursuant to Rule 144 under the event of any purported Securities Act after a Public Offering, no Transfer shall occur unless the Transferee shall agree to become a party to, and be bound to the same extent as its Transferor by any of the Securityholders of any Restricted Securities in violation of terms of, this Agreement pursuant to the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such TransferSection 6.6. (d) Each certificate representing Restricted Securities issued Notwithstanding any other provisions of this Agreement to the Securityholders will bear contrary, prior to a legend on Public Offering, no Transfer shall occur if such Transfer would result in the face thereof substantially Company becoming subject to the following effect reporting requirements of the Exchange Act. (e) Each Stockholder hereby agrees that, except for Transfers in connection with such additions thereto or changes therein as a Public Offering and Transfers pursuant to Section 4.7, no Transfer to any Company Competitor shall be permitted without the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, consent of the "Legend"):Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, No Shareholder shall be entitled to Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless its Company Shares at any time if such Transfer complies with the provisions hereof and would: (i) such Transfer is pursuant to an effective registration statement under violate the Securities Act and has been registered under all applicable Act, or any state (or other jurisdiction) securities or "blue sky" “Blue Sky” laws applicable to the Company or the applicable Transfer of Company Shares; (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to cause the Company to become subject to the effect that no such registration is required because requirements of the availability U.S. Investment Company Act of an exemption 1940, as amended from registration time to time; or (iii) be a “prohibited transaction” under ERISA or the Securities Act and Code or cause all applicable state securities or "blue sky" lawsany portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. (b) During In addition, except (w) in connection with the Restricted Period, (i) each exercise of “piggyback” rights under the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than Registration Rights Agreement, (x) pursuant to Sections 2.3, 2.4 or 2.5as permitted by Section 4.2, (y) as Tagging Shareholders pursuant to Section 4.3, or (z) in order to comply with respect to Section 4.4 as a Drag-Along Shareholder, until both the FS GSCP Parties and the Other Non-Management Providence Parties onlycease to be Qualifying Shareholders, Transfers after no Shareholder may Transfer any Company Shares, except (i) in the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee case of the Securityholder making GSCP Parties, with the Transfer (subject to prior compliance in full with Section 2.2 and written consent of the Providence Parties; provided, however, that no such Persons executing and delivering Assumption Agreements to consent shall be required if the Company), and (z) with respect to the DLJ Providence Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company)are no longer Qualifying Shareholders; and (ii) BLUM in the case of the GS PEP Funds and ▇▇▇▇▇▇▇ Sachs EDMC Investors, L.P., with the prior written consent of the GSCP Parties; provided, however, that no such consent shall be required if the GSCP Parties are no longer Qualifying Shareholders; (iii) in the case of the Providence Parties, with the prior written consent of the GSCP Parties; provided, however, that no such consent shall be required if the GSCP Parties are no longer Qualifying Shareholders; (iv) in the case of the Providence Co-Investors, with the prior written consent of the Providence Parties; provided, however, that no such consent shall be required if the Providence Parties are no longer Qualifying Shareholders; and (v) in the case of any other Shareholder, with the prior written consent of either the Providence Parties (for so long such parties are Qualifying Shareholders) or the GSCP Parties (for so long such parties are Qualifying Shareholders); provided, however, that no such consent shall be required if at such time neither the GSCP Parties nor the Providence Parties are Qualifying Shareholders. For the avoidance of doubt, any Company Shares received by a Shareholder pursuant to a pro-rata distribution by any other Shareholder to its Affiliates partners or members that is consented to pursuant to this Section 4.1(b) shall not be subject to the restrictions set forth in Sections 4.1, 4.2, 4.3 and 4.4 unless the other partners or members receiving such Company Shares become a party to this Agreement (if they are not already parties hereto) or otherwise agree to the restrictions set forth in Sections 4.1, 4.2, 4.3 and 4.4. In addition, each of the GSCP Parties and the Providence Parties (as applicable) agrees (a) to provide the other (i.e. either the GSCP Parties or the Providence Parties, as appropriate) written notice as soon as reasonably practicable (x) after receiving a request from any Shareholder to consent to a Transfer of Company Shares pursuant to this Section 4.1(b) and (y) after granting a consent to Transfer Company Shares pursuant to this Section 4.1(b), (b) to provide written notice, as soon as reasonably practicable after the granting of a consent to a Shareholder to Transfer Company Shares pursuant to this Section 4.1(b), to each other Shareholder of the granting of such consent and (c) that when granting a consent to any Shareholder to Transfer Company Shares pursuant to this Section 4.1(b), such GSCP Party or Providence Party (as applicable) will not unreasonably withhold its consent from any other Shareholder requesting a consent to contemporaneously Transfer any Restricted Securities in a transaction subject proportionate number of Company Shares pursuant to this Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer4.1(b). (c) In the event of any a purported Transfer by any of the Securityholders a Shareholder of any Restricted Securities Company Shares in violation of the provisions of this AgreementAgreement (including Section 4.6), such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to evidencing the Securityholders will Company Shares shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 7, 2009, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the upon request by a Shareholder proposing to Transfer Company may be advised by counsel are required by law or necessary Shares pursuant to give full effect to any Transfer permitted under this Agreement, the "Legend"):Company shall provide such Shareholder, or its transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.1(d) shall cease and terminate upon the termination of this Article IV).

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will Except as expressly provided in this Agreement, the Shareholders shall not, directly or indirectly, Transfer offer or sell, pledge, transfer, or otherwise dispose of all or any shares portion of Common Stock the HCC Shares, or FS Warrants solicit any offer to buy, purchase, or otherwise acquire or take a pledge of all or any portion of the HCC Shares, except (collectively, A) in the "Restricted Securities") unless such Transfer complies with manner and to the provisions hereof and extent described in (i) such Transfer is pursuant to an effective a registration statement in effect under the Securities Act of 1933 (the "Act") covering the HCC Shares and has been registered under all applicable as to which a prospectus meeting the requirements of the Act is duly delivered and filed as necessary with any state securities or "blue sky" laws agency or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel for the Shareholders reasonably acceptable to HCC, which opinion is in form and substance reasonably satisfactory to the Company counsel for HCC, to the effect that no such registration is required because proposed offer, sale, pledge, transfer, or other disposition of HCC Shares may lawfully be made without such registration, delivery or state filing or (B) pursuant to trades made on the Alberta Stock Exchange ("ASE") after 90 days following the Closing pursuant to Rule 904 of Regulation S under the Act. The Shareholders acknowledge that they have consulted with counsel concerning the limited availability of an exemption exemptions from registration under the Securities Act and all applicable or exemptions from qualification under state securities or "blue sky" laws. (b) During the Restricted Period, laws and they understand that they (i) each may bear the economic risk of investment in the Non-BLUM Parties may HCC Shares for an indefinite period of time because the HCC Shares have not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3been registered under the Act or qualified under state securities laws and, 2.4 therefore, cannot be sold unless they are subsequently registered under the Act or 2.5qualified under state securities laws or an exemption from such registration, (y) with respect to the FS Parties and the Other Non-Management Parties onlysuch as that contained in Rule 904, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)or from state qualification is available, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM HCC is not obligated to register the HCC Shares under the Act or qualify them under state securities laws, (iii) that absent registration, the HCC Shares ordinarily may not be sold in the United States for at least one year after the Closing and its Affiliates will not Transfer any Restricted Securities then only in a transaction accordance with Rule 144 under the Act, and absent qualification under state securities laws may be subject to Section 2.4 unless Section 2.4 is complied with similar restrictions and (iv) the HCC Shares may not be sold, transferred or otherwise disposed of in full prior to such Transfer. (c) In the event province of any purported Transfer by any Alberta, Canada, or traded through the facilities of the Securityholders ASE for a period of any Restricted Securities in violation of 90 days following the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such TransferClosing. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will notthat, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is except for Transfers effected pursuant to an effective registration statement filed under the Securities Act, no Transfer shall occur (other than a Transfer to the Corporation or another Stockholder as permitted or required by this Agreement or the Exchange Agreement) unless the Corporation has been furnished with (i) written notice describing the manner and terms of such Transfer, the identity of the transferee and such other information as the Corporation may reasonably request and (ii) an opinion in form and substance reasonably satisfactory to the Corporation of counsel reasonably satisfactory to the Corporation that (A) such Transfer is exempt from the provisions of Section 5 under the Securities Act and has been registered (B) that (x) no registration or qualification under all the applicable or "blue sky" laws of any jurisdiction is required in connection with such Transfer or (y) compliance with applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawshas been effected. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3Each Stockholder hereby agrees that, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, except for Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with a Public Offering, Transfers of Notes pursuant to Rule 144 under the Securities Act, and Transfers pursuant to Section 4.5, no Transfer shall occur unless the transferee shall agree to become a party to, and be bound to the same transferee (subject to such Persons executing and delivering Assumption Agreements to extent as its transferor by the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferterms of, this Agreement. (c) In Notwithstanding anything contained herein to the event contrary, each Stockholder hereby agrees that no Transfer of any purported Transfer Shares owned by any it shall occur prior to the first anniversary of the Securityholders of any Restricted Securities in violation Closing Date, other than pursuant to Sections 4.4 or 4.5 or pursuant to a Public Offering and other than to a Permitted Transferee. After the first anniversary of the provisions of this AgreementClosing Date, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company Shares owned by each Stockholder may be advised by counsel are required by law Transferred subject to Sections 4.1(a) and 4.1(b) and Sections 4.4, 4.5 or necessary to give full effect to this Agreement4.6, the "Legend"):as applicable.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) . During the Restricted Period, (i) , each of the Non-BLUM Parties ▇▇▇ties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), ; and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and ▇▇▇ its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) . In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) . Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notExcept as the non-Transferring Member may otherwise consent in writing, directly or indirectly, no Member may Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and Membership Interests other than (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or in connection with a Permitted Transfer, (ii) a Transfer by Nortel Networks pursuant to its rights under Section 4.2, (iii) upon the exercise of rights provided by Article VI or (iv) a privately negotiated Transfer by VIS at any time after the eighteen (18) month anniversary of the Closing Date; provided, however, that the proceeds from any such Securityholder Transfer by VIS pursuant to clause (iv) shall have furnished be used to finance the Exit Payment on behalf of the Company. Any Transfer by VIS pursuant to clause (iv) shall be for consideration consisting only of cash or other consideration previously approved by Nortel Networks (or, if such other form of consideration is not approved by Nortel Networks, VIS may substitute cash for the fair market value of the non-cash consideration received by VIS), and VIS shall promptly deposit the proceeds of such Transfer (in no event shall the amount deposited exceed $70,000,000) into an escrow account to be held for the purpose of funding the Exit Payment on behalf of the Company with a written opinion of counsel until the Exit Payment is paid in form and substance reasonably satisfactory full to the Company Nortel Networks pursuant to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsSection 6.4. (b) During the Restricted Period, (i) each Any Transfer of the Non-BLUM Parties may Membership Interests in breach of this Agreement shall be void and ineffectual and shall not operate to Transfer any Restric▇▇▇ Securities other than (x) pursuant interest or title in the Membership Interests purported to Sections 2.3, 2.4 or 2.5, (y) with respect be Transferred to the FS Parties purported transferee. If, notwithstanding the immediately preceding sentence, any Transfer is held by an arbitral panel or a court of competent jurisdiction to be effective, then and without prejudice to any applicable remedies or penalties hereunder, the Other Non-Management Parties only, Transfers after the restrictions on Transfer under this Article IV applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect transferor shall apply to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes transferee and to the same any subsequent transferee (subject to as if such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in transferee was a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferparty hereto. (c) In To the event full extent of its powers under Applicable Law, the Company shall refrain from taking any purported action that would or could be viewed as recognizing or acknowledging any Transfer by any of the Securityholders of any Restricted Securities Membership Interests in violation of the provisions terms and conditions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued of the Members acknowledges that any of its Membership Interests may not be Transferred other than in compliance with all applicable securities laws, including, without limitation, to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementextent applicable, the "Legend"):Securities Act.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly Neither the Purchaser nor any of his heirs or indirectly, representatives may Transfer any shares of Common Stock or FS Warrants (collectivelyCompany Shares, the "Restricted Securities") unless such Transfer complies with the provisions hereof and other than Transfers (i) such Transfer is pursuant to an effective registration statement under or consequent upon the Securities Act and has been registered under all applicable state securities exercise of the tag or "blue sky" laws drag along rights set forth in Section 5.2 or 5.3 hereof, (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because (or its designee) (x) upon exercise of its repurchase right under Section 5.5 hereof or (y) in satisfaction of all or a portion of the availability option exercise price payable by the Purchaser upon his exercise vested Options in accordance with Section 5.6 hereof or (iii) subject to Section 5.4, to a Purchaser Permitted Transferee upon the death of an exemption from registration under the Securities Act Purchaser; provided in the case of any Transfer to a Purchaser Permitted Transferee that the Company shall have been furnished with written notice thereof and all applicable state securities or "blue sky" lawswith a copy of the will and/or such evidence as the Company may request to establish the validity of the Transfer. (b) During Neither the Restricted Period, Purchaser nor any of his heirs or representatives may Transfer any Purchased Senior Notes, other than Transfers (i) each with and to the extent of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than prior written consent of the Company, (xii) pursuant to Sections 2.3, 2.4 or 2.5consequent upon the exercise of the drag along rights set forth in Section 5.3 hereof, (yiii) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee Company (or its designee) upon exercise of the Securityholder making the Transfer repurchase right under Section 5.5 hereof or (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (ziv) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied 5.4, to the estate of the Purchaser upon the death of the Purchaser; provided in the case of any Transfer to the estate of the Purchaser that the Company shall have been furnished with in full prior written notice thereof and such evidence as the Company may request to such establish the validity of the Transfer, including the due appointment of the executor or administrator of the Purchaser’s estate. (c) In the event of any a purported Transfer by any of the Securityholders Purchaser of any Restricted Securities Company Shares or Purchased Senior Notes in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that Notwithstanding anything to the contrary herein and subject to ‎Section 4.05 and Section 4.06, a Stockholder shall not Transfer its Company Shares to any Person unless and until it will notshall have received written notice from Voteco that, directly or indirectlyin the reasonable judgment of Voteco, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and Transferee (i) such Transfer is pursuant to not an effective registration statement under actual or potential competitor of the Securities Act and has been registered under all applicable state securities or "blue sky" laws or Company, (ii) does not have interests that are adverse to the interests of the Company, and (iii) does not hold more than 5% (five percent) direct or indirect ownership interest in any such Securityholder shall have furnished actual or potential competitor or adverse entity. In addition, notwithstanding anything to contrary herein, no Stockholder may Transfer any Company Shares or any other rights under this Agreement at any time unless the Company with a written opinion of counsel in form and substance is reasonably satisfactory to the Company to the effect satisfied that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period,Transfer would not: (i) each of violate the Non-BLUM Parties may not Transfer Securities Act, or any Restric▇▇▇ Securities federal or state (or other than (xjurisdiction) pursuant to Sections 2.3, 2.4 securities or 2.5, (y) with respect “Blue Sky” laws applicable to the FS Parties and Company or the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); andCompany Shares; (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; (iii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 2.4 unless Section 2.4 is complied with in full prior 4975 of the Code; or (iv) violate any applicable Regulatory Laws; provided that subject to applicable Gaming Laws and the receipt of all required Gaming Approvals, each such permitted Transferee of any Stockholder to which Company Shares are Transferred shall, and such Stockholder shall cause such permitted Transferee to, Transfer back to such Transfer. Stockholder (cor to another permitted Transferee of such Stockholder) In the event any Company Shares it owns if such permitted Transferee ceases to be a permitted Transferee of any such Stockholder. Any purported Transfer by of Company Shares other than in accordance with this Agreement shall be null and void ab initio, and the Company shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of the Securityholders of Company Shares pursuant to any Restricted Securities in violation of such Transfer; provided, however, that the provisions of this AgreementSection 4.01(a) shall not apply to Transfers of Class B Shares made by a Drag-Along Seller or a Drag-Along Stockholder pursuant to, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementconsequent upon, the "Legend"):exercise of the drag-along rights set forth in Section 4.04.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, No Stockholder shall effect any Transfer any shares of Common Stock or FS Warrants unless and until (collectively, the "Restricted Securities"1) unless such Transfer complies with the provisions hereof and (iA) such Transfer there is pursuant to an effective then in effect a registration statement under the Securities Act covering such proposed Transfer and has been registered under all applicable state securities or "blue sky" laws such Transfer is made in accordance with such registration statement or (iiB) such Securityholder Transfer is made pursuant to Rule 144 or (2) (A) the transferee shall have agreed in writing to be bound by the terms of this Agreement, (B) such Stockholder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a written statement of the circumstances surrounding the proposed Transfer and (C) if reasonably requested by the Company, such Stockholder shall have furnished the Company with an opinion of counsel in form and substance counsel, reasonably satisfactory to the Company to the effect Company, that no such Transfer will not require registration is required because of the availability of an exemption from registration such shares under the Securities Act and all applicable state securities or "blue sky" lawsAct. (b) During Notwithstanding the Restricted Period, provisions of subsection (a) above, (i) no such restriction shall apply to a Transfer by a Stockholder to any Affiliate, provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the Non-BLUM Parties may not same extent as if such transferee were an original Stockholder hereunder, and (ii) except in connection with a Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.33.3 (in the case of GMAC Mortgage Group, 2.4 only where it is a Tagging Stockholder), or 2.53.4 below or clause (i) of this Section 3.1(b), GMAC Mortgage Group (yA) with respect may not, prior to the FS Parties third anniversary of the date hereof, other than pursuant to a Permitted Public Sale, effect any Transfer and the Other Non-Management Parties only(B) may not, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee third anniversary of the Securityholder making date hereof, effect any Transfer prior to a Qualified Public Offering, or any Transfer of more than 5% of the Transfer (subject outstanding Common Stock in a negotiated block trade to a known third-party investor following a Qualified Public Offering, in each case without the prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)written consent of Investor, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates which will not be unreasonably withheld or delayed (it being understood and agreed that it shall not be unreasonable for Investor to withhold such consent to any Transfer to any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied Person that directly or indirectly competes with in full prior to such Transferthe business of the Company or any of its Subsidiaries). (c) In Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the event of following (in addition to any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, legend required under applicable state securities laws) and such purported Transfer legends will be void and conspicuously noted on the front or back of no effect and the Company will not give effect to such Transferstock certificates: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR SOLD PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF THIS AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) Each certificate representing Restricted Securities issued The Company shall be obligated to reissue promptly unlegended certificates at the Securityholders will bear request of any Stockholder if the Company has completed a Qualified Public Offering, provided that the second legend on the face thereof substantially to the following effect (with listed above shall be removed only at such additions thereto or changes therein time as the holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, of an order of the "Legend"):appropriate blue sky authority authorizing such removal.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions --------------------- hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., ▇▇▇▇ STRATEGIC PARTNERS II, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, CALPERS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will -------- ------- only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notExcept as otherwise expressly provided in this Article IV, directly or indirectly, no Stockholder shall be entitled to Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless its Company Shares at any time if such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under would violate the Securities Act and has been registered under all applicable Act, or any state (or other jurisdiction) securities or "“blue sky" ” laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory applicable to the Company to or the effect that no such registration is required because applicable Transfer of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsCompany Shares. (b) During In addition, during the Restricted Period, , except (i) each in connection with the exercise of “piggyback” rights under the NonRegistration Rights Agreement, (ii) as permitted by Section 4.2, (iii) as a Tagging Holder pursuant to the Tag-BLUM Parties may not Transfer any RestricAlong Agreement or (iv) pursuant to a K▇▇▇ Securities other Permitted Transfer, no Stockholder may Transfer any Company Shares, Hedge any Company Shares, or exercise a “demand” right under the Registration Rights Agreement, except with the prior written consent of the Stockholder Majority. Notwithstanding the foregoing, this Section 4.1(b) shall not apply to Transfers by any of the K▇▇▇ Parties if, at the time of such Transfer, (a) the K▇▇▇ Parties’ beneficial ownership of Company Shares has been, as a result of an issuance of Company Shares by the Company, reduced to less than 5% of the then outstanding Company Shares and (b) the last Director nominated by the K▇▇▇ Parties pursuant to Section 3.1(e) has either (x) pursuant to Sections 2.3been removed as a Director by the Board of Directors or the stockholders of the Company, 2.4 in each case, other than for cause or 2.5, (y) with respect resigned from the Board of Directors at the request of the Board of Directors pursuant to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee last sentence of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company3.1(i), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any a purported Transfer by any of the Securityholders a Stockholder of any Restricted Securities Company Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to evidencing the Securityholders will Company Shares held by a Stockholder shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 15, 2009, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the upon request by a Stockholder proposing to Transfer Company may be advised by counsel are required by law or necessary Shares pursuant to give full effect to any Transfer permitted under this Agreement, the "Legend"):Company shall promptly provide such Stockholder, or its Transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.1(d) shall be inapplicable on the earlier of (i) the end of the Restricted Period and (ii) when Section 4.1 becomes inapplicable with respect to the applicable Stockholder).

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies --------------------- with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., ▇▇▇▇ STRATEGIC PARTNERS II, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, CALPERS, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will -------- ------- only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notPrior to an IPO, directly or indirectly, Glenayre and its Permitted Transferees may not Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and other than (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or in connection with a Public Offering effected in accordance with Section 3.1(a), (ii) such Securityholder shall have furnished in accordance with Section 2.3, 2.4 or 2.5 or (iii) following the Company second anniversary hereof, in accordance with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsSection 2.2. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by Glenayre or any of the Securityholders its Permitted Transferees of any Restricted Securities shares of Common Stock in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities shares of Common Stock issued to the Securityholders Glenayre or any of its Permitted Transferees will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG WESTERN MULTIPLEX CORPORATION (ATHE COMPANY"), WMC HOLDING CORP., GTI ACQUISITION CORP. AND GLENAYRE TECHNOLOGIES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement and in which the Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof, provided however, that the second paragraph of Legend will only be removed if at such time it is no longer required for purposes of the Securities Act and other applicable securities laws. (d) Except as permitted by Section 2.3, each of Glenayre and its Permitted Transferees shall have no right to Transfer, and the Company shall have no obligation to record any purported Transfer, of Class B Common Stock. The Company shall instead cause all such shares of Class B Common Stock proposed to be Transferred to be converted into or exchanged for an equal number of shares of Class A Common Stock immediately prior to such Transfer (after giving effect to any adjustment that may be necessary or appropriate as a result of any conversion or exercise of any warrant, right, option or other convertible security issuable in respect of Class A Common Stock or Class B Common Stock or as a dividend or other distribution with respect to, or in exchange for, or in replacement of, or by way of a stock split of, such Common Stock). References in Section 2.2 to Transfer Stock, references in Section 2.4 to Common Stock of the Tagging Stockholder and references in Section 2.5(a) to Common Stock of Glenayre and its Permitted Transferees shall be deemed references to Class A Common Stock converted or exchanged pursuant to this paragraph (d).

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notPrior to an IPO, directly or indirectly, Glenayre and its Permitted Transferees may not Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and other than (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or in connection with a Public Offering effected in accordance with Section 3.1(a), (ii) such Securityholder shall have furnished in accordance with Section 2.3, 2.4 or 2.5 or (iii) following the Company second anniversary hereof, in accordance with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsSection 2.2. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by Glenayre or any of the Securityholders its Permitted Transferees of any Restricted Securities shares of Common Stock in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities shares of Common Stock issued to the Securityholders Glenayre or any of its Permitted Transferees will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG WESTERN MULTIPLEX CORPORATION ("THE COMPANY"), WMC HOLDING CORP., GTI ACQUISITION CORP. AND GLENAYRE TECHNOLOGIES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement and in which the Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof, provided however, that the second paragraph of Legend will only be removed if at such time it is no longer required for purposes of the Securities Act and other applicable securities laws. (d) Except as permitted by Section 2.3, each of Glenayre and its Permitted Transferees shall have no right to Transfer, and the Company shall have no obligation to record any purported Transfer, of Class B Common Stock. The Company shall instead cause all such shares of Class B Common Stock proposed to be Transferred to be converted into or exchanged for an equal number of shares of Class A Common Stock immediately prior to such Transfer (after giving effect to any adjustment that may be necessary or appropriate as a result of any conversion or exercise of any warrant, right, option or other convertible security issuable in respect of Class A Common Stock or Class B Common Stock or as a dividend or other distribution with respect to, or in exchange for, or in replacement of, or by way of a stock split of, such Common Stock). References in Section 2.2 to Transfer Stock, references in Section 2.4 to Common Stock of the Tagging Stockholder and references in Section 2.5(a) to Common Stock of Glenayre and its Permitted Transferees shall be deemed references to Class A Common Stock converted or exchanged pursuant to this paragraph (d).

Limitations on Transfer. Notwithstanding any provision of this Section 15 to the contrary, any otherwise permitted transfer shall be deemed void ab initio and shall have no force or effect, to the fullest extent permitted by law, if: (a) Each Securityholder hereby agrees that it will notsuch transfer would, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, in the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of a qualified tax advisor or counsel in form and substance reasonably satisfactory to the Company Partnership, cause the Partnership to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable cease to be classified as a partnership for federal or state securities or "blue sky" laws.income tax purposes; (b) During such transfer would require the Restricted Period, (i) each registration of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) such transferred Interest pursuant to Sections 2.3any applicable federal or state securities laws or would subject the Partnership to regulation under the Investment Company Act of 1940 or the Employee Retirement Income Security Act of 1974, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer.each as amended; (c) In such transfer would result in a material adverse effect on the event of Partnership with respect to any purported Transfer by Applicable Law, or is proposed to be made to any of Person who lacks the Securityholders of any Restricted Securities in violation of the provisions of this Agreementlegal right, power, or capacity to own such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer.Interest; (d) Each certificate representing Restricted Securities issued in the case of a transfer by Oswego Cogen, such transfer is proposed to be made to any Person who is, or whose Affiliate is, an "electric utility company", "electric utility holding company", "public utility company" or "public utility holding company" under PUHCA (other than any such Person that is exempt pursuant to Sections 3(a)(3) or 3(a)(5) of PUHCA); PROVIDED, HOWEVER, that the foregoing transfer limitation shall cease to apply if and to the Securityholders will bear extent that the Project has ceased to qualify as a legend on Qualifying Facility and the face thereof substantially Partnership is not pursuing actions reasonably intended to reestablish Qualifying Facility status for the Project; (e) in the case of a transfer by one of the Sithe Partners, such transfer is proposed to be made to any Person who is, or whose Affiliate is, an "electric utility company", "electric utility holding company", "public utility company" or "public utility holding company" under PUHCA (other than any such Person that is exempt pursuant to Sections 3(a)(3) or 3(a)(5) of PUHCA), if, taking into account the status of the existing Partners in the Partnership (and their Affiliates) such transfer would result in a loss by the Project of its status as a Qualifying Facility; PROVIDED, HOWEVER, that the foregoing transfer limitation shall cease to apply if and to the following effect extent that the Project has ceased to qualify as a Qualifying Facility and the Partnership is not pursuing actions reasonably intended to reestablish Qualifying Facility status for the Project; or (with f) such additions thereto transfer would result in a breach of any material obligation under any material contract or changes therein as agreement to which the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Partnership is a party.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly No Stockholder or indirectly, Permitted Transferee may Transfer any shares of Common Stock or FS Warrants other than (collectivelyi) prior to the fifth anniversary of the Closing Date, the "Restricted Securities") unless such Transfer complies in accordance with the provisions Section 2.2 hereof and (iii) such on or after the fifth anniversary of the Closing Date, (A) as provided in, and in accordance with the Registration Rights Agreement (subject to the limitations on exercising demand and piggyback rights set forth in Sections 3.1(a), (b) and (c) hereof), (B) any Excluded Transfer is (other than an Excluded Transfer pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws a Public Offering) or (iiC) in accordance with Sections 2.3 (so long as such Securityholder shall have furnished the Company with a written opinion of counsel Section 2.3 is in form effect) and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws2.4 hereof. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders a Stockholder or a Permitted Transferee of any Restricted Securities shares of Stock in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities issued to the Securityholders shares of Stock held by a Stockholder or any Permitted Transferee will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES OF [COMMON STOCK] [PREFERRED STOCK] REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG REGAL CINEMAS, INC., KKR 1996 FUND L.P., KKR PARTNERS II, L.P. AND REGAL EQUITY PARTNERS, L.P., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE STOCKHOLDERS AGREEMENT CONTAINS CERTAIN PROVISIONS RELATING TO THE VOTING OF THE STOCK SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS." "THE SHARES OF [COMMON STOCK] [PREFERRED STOCK] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY 6 6 HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement and in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws.

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will notthat, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is except for Transfers effected pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the effect Company that no such registration Transfer is required because exempt from the provisions of the availability of an exemption from registration Section 5 under the Securities Act and all from the provisions of any other applicable state securities or "blue sky" laws. (b) During the Restricted Period, Each Stockholder hereby agrees that, except for (i) each Transfers in connection with a Public Offering, (ii) Transfers pursuant to Rule 144 under the Securities Act, (iii) Transfers to the Company in one or more transactions approved by the Board of Directors of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than Company and (xiv) Transfers pursuant to Sections 2.32.5 and 2.6, 2.4 or 2.5, (y) with respect no Transfer shall occur unless the transferee shall agree in a writing reasonably satisfactory in form and substance to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date Company to Persons other than become a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)party to, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes be bound to the same transferee (subject to such Persons executing and delivering Assumption Agreements to extent as its transferor by the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transferterms of, this Agreement. (c) In Notwithstanding anything contained herein to the event of any purported Transfer contrary, the Stockholders hereby agree that, except for (i) Transfers to Affiliates, (ii) Transfers by any the Blackstone Entities that trigger the right of the Securityholders other Stockholders to "tag along" with the Transfer of any Restricted Securities in violation shares of Common Stock by the Blackstone Entities pursuant to Section 2.5, (iii) Transfers by the Blackstone Entities that trigger the right to "drag along" shares of the provisions other Stockholders pursuant to Section 2.6 and (iv) the sale of shares of Common Stock pursuant to an effective registration statement filed under the Securities Act pursuant to the registration rights set forth in Sections 2.7 and 2.8 of this Agreement, such purported no Transfer will be void and shall occur until three years from the date hereof. For purposes of no effect this Section 2.1(c), both the Transfer by the Blackstone Entities and the Company will not give effect Transfer by the other Stockholders pursuant to such TransferSections 2.5 and 2.6 shall be exempt from the Transfer restrictions of this Section 2.1(c). (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies --------------------- with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC PARTNERS, L.P., ▇▇▇▇ STRATEGIC PARTNERS, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC., CERTAIN MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will -------- ------- only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees Neither any WP Stockholder, any GS Stockholder nor the Co-Investor (nor, in the event that it will notthe Co-Investor shall have Transferred any Company Shares to a Co-Invest Limited Partner, directly or indirectly, such Co-Invest Limited Partner) may Transfer any shares of Common Stock or FS Warrants its Company Shares prior to December 22, 2016 (collectivelythe “Initial Holding Period”) without the prior written consent of each Sponsor whose Designated Sponsor Fund has, at the time of the proposed Transfer, the "Restricted Securities"right to designate at least one (1) unless such Transfer complies with the provisions hereof and (i) such Transfer is director pursuant to an effective registration statement under Section 2.01; provided, that such prohibition shall not apply to Transfers to Permitted Transferees in accordance with Section 4.02. After the Securities Act Initial Holding Period, any such Stockholder may Transfer its Company Shares only in accordance with, and has been registered under all subject to the applicable state securities provisions of, this Article IV. The limitations on Transfers of Company Shares set forth in this Article IV are in addition to any restrictions set forth in the Registration Rights Agreement, any “lock up” restrictions imposed by the underwriters in connection with any Public Offering, any other plan, program, contract, agreement or "blue sky" laws or (ii) such Securityholder shall have furnished policy pursuant to which the Company with a written opinion of counsel in form Shares may be subject, and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all any restrictions imposed by applicable state securities or "blue sky" lawslaw. (b) During Notwithstanding anything herein to the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3contrary, 2.4 or 2.5, (y) with respect to any Transfer of Company Shares effected by any WP Stockholder during the FS Parties and Initial Holding Period, the Other NonCo- Investor (and, in the event that the Co-Management Parties onlyInvestor shall have Transferred any Company Shares to a Co-Invest Limited Partner, Transfers after such Co-Invest Limited Partner) shall be permitted to transfer up to its Pro Rata Portion (or such greater amount as the applicable Permitted Third Party Transfer Date Sponsors shall jointly determine or, if either Sponsor’s Designated Sponsor Fund shall have ceased to Persons other than a Permitted Transferee have the right to designate any directors pursuant to Section 2.01, such greater amount as the Sponsor whose Designated Sponsor Fund continues to have the right to designate at least one (1) director pursuant to Section 2.01 shall determine) of the Securityholder making Company Shares then held by the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such TransferCo-Investor. (c) In the event of any Any purported Transfer by any of the Securityholders of any Restricted Securities Company Shares other than in violation of the provisions of accordance with this AgreementAgreement shall be null and void, such purported Transfer will be void and of no effect and the Company will shall refuse to recognize any such Transfer for any purpose and shall not, and shall cause any transfer agent not give effect to, reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer. (d) Each certificate representing Restricted Securities issued Except as provided in the Registration Rights Agreement, any Stockholder that proposes to Transfer Company Shares in accordance with the Securityholders will bear a legend on terms and conditions hereof shall be responsible for any expenses incurred by the face thereof substantially to the following effect (Company in connection with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):Transfer.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will Except as expressly provided in this Agreement, the Shareholder shall not, directly or indirectly, Transfer offer or sell, pledge, transfer, or otherwise dispose of all or any shares portion of Common Stock the HealthCare Shares, or FS Warrants solicit any offer to buy, purchase, or otherwise acquire or take a pledge of all or any portion of the HealthCare Shares, except (collectively, A) in the "Restricted Securities") unless such Transfer complies with manner and to the provisions hereof and extent described in (i) such Transfer is pursuant to an effective a registration statement in effect under the Securities Act of 1933 (the "Act") covering the HealthCare Shares and has been registered under all applicable as to which a prospectus meeting the requirements of the Act is duly delivered and filed as necessary with any state securities or "blue sky" laws agency or (ii) such Securityholder shall have furnished the Company with a written an opinion of counsel for the Shareholder reasonably acceptable to HealthCare, which opinion is in form and substance reasonably satisfactory to the Company counsel for HealthCare, to the effect that no such registration is required because proposed offer, sale, pledge, transfer, or other disposition of HealthCare Shares may lawfully be made without such registration, delivery or state filing or (B) pursuant to trades made on the Alberta Stock Exchange ("ASE") after 90 days following the Closing pursuant to Rule 904 of Regulation S under the Act. The Shareholder acknowledges that she has consulted with counsel concerning the limited availability of an exemption exemptions from registration under the Securities Act and all applicable or exemptions from qualification under state securities or "blue sky" laws. (b) During the Restricted Period, laws and she understands that she (i) each may bear the economic risk of investment in the Non-BLUM Parties may HealthCare Shares for an indefinite period of time because the HealthCare Shares have not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3been registered under the Act or qualified under state securities laws and, 2.4 therefore, cannot be sold unless they are subsequently registered under the Act or 2.5qualified under state securities laws or an exemption from such registration, (y) with respect to the FS Parties and the Other Non-Management Parties onlysuch as that contained in Rule 904, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company)or from state qualification is available, and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM HealthCare is not obligated to register the HealthCare Shares under the Act or qualify them under state securities laws, (iii) that absent registration, the HealthCare Shares ordinarily may not be sold in the United States for at least two years after the Closing and its Affiliates will not Transfer any Restricted Securities then only in a transaction accordance with Rule 144 under the Act, and absent qualification under state securities laws may be subject to Section 2.4 unless Section 2.4 is complied with similar restrictions and (iv) the HealthCare Shares may not be sold, transferred or otherwise disposed of in full prior to such Transfer. (c) In the event province of any purported Transfer by any Alberta, Canada, or traded through the facilities of the Securityholders ASE for a period of any Restricted Securities in violation of 90 days following the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such TransferClosing. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notFollowing a Qualified IPO and the expiration of any related underwriter or Company “lock-up” period (as provided for in Section 3(a) of the Registration Rights Agreement or otherwise) which is applicable to such Management Stockholder, no Management Stockholder shall directly or indirectly, Transfer sell, transfer, pledge or otherwise dispose of any shares of Common Stock economic, voting or FS Warrants other rights in or to (collectivelyeach, the "Restricted Securities"a “Transfer”) unless such Transfer complies with the provisions hereof and its Securities except pursuant to (i) (x) Section 2.4, (y) a Transfer to a Manager Permitted Transferee (subject to the extent applicable, to the provisions of Section 2.1(b), (c) and (d) or (z) a Transfer to the Company or a Sponsor Stockholder or its Affiliates (each a “Manager Permitted Transfer”), (ii) a Transfer in accordance with the Registration Rights Agreement or (iii) a Transfer conducted in accordance with the requirements of Rule 144 or its successor promulgated under the Securities Act or pursuant to an effective registration statement. (b) Except for Transfers in connection with a Public Offering (or any effective registration statement) and Transfers in accordance with the requirements of Rule 144 or its successor under the Securities Act or Transfers by Management Stockholders to the Company in accordance with any written agreement with the Company, no Transfer shall be effective unless (i) the Transferee agrees to be bound by the terms and conditions of this Agreement, and any related agreements previously approved by the Board or the Stockholders in accordance with this Agreement, (ii) it complies in all respects with the applicable provisions of this Agreement, (iii) it complies in all respects with applicable federal and state securities laws, including the Securities Act and (iv) it is made in compliance with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇). A Sponsor Stockholder may deem any Transferee of any of its Securities to be a member of its Sponsor Group at the time of the related Transfer so long as such transferring Sponsor Stockholder receives the written consent of the Sponsor Stockholders that are not Affiliates of the transferring Sponsor Stockholder. In such event, the Transferee shall have all rights under this Agreement and the Registration Rights Agreement which would have otherwise inured to the benefit of the transferring Sponsor Stockholder in respect of the transferred Securities. (c) No Transfer is by any Management Stockholder may be made pursuant to this Article II (except under Section 2.4 or pursuant to an effective registration statement under the Securities Act or in accordance with the requirements of Rule 144 promulgated under the Securities Act so long as such Management Stockholder provides such documentation and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished certifications as the Company may reasonably require in connection with a written such Transfer) unless and until such Management Stockholder has first delivered to the Company an opinion of counsel (reasonably acceptable in form and substance reasonably satisfactory to the Company to the effect Company) that no such neither registration is required because of the availability of an exemption from registration nor qualification under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities laws is required in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted No holder of Securities issued shall grant any proxy or become party to the Securityholders will bear a legend on the face thereof substantially to the following effect (any voting trust or other agreement that is inconsistent with, conflicts with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to violates any provision of this Agreement, the "Legend"):.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any RestricRestricted Securities o▇▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities ▇▇▇▇rities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will notthat, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is except for Transfers effected pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company upon its request with a written opinion of counsel an opinion, in form and substance reasonably satisfactory to the Company Company, of counsel reasonably satisfactory to the effect Company that no such registration Transfer is required because exempt from the provisions of the availability of an exemption from registration Section 5 under the Securities Act and all applicable state securities or "blue sky" lawsAct. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Each Stockholder hereby agrees that except for Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with a Public Offering, Transfers of Notes pursuant to the registration rights granted under Section 4 and, following a Public Offering, Transfers pursuant to Rule 144 or Rule 144A under the Securities Act, no Transfer shall occur unless the transferee shall agree to become a party to, and be bound to the same transferee (subject to such Persons executing and delivering Assumption Agreements extent as its transferor by the terms of this Agreement pursuant to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to provisions of Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer5.7. (c) In the event No Transfer (other than to a Permitted Holder) shall be made by such Stockholder or any of its Affiliates to any Person (including to any Person who is part of any purported Group which includes the proposed transferee) who, after due inquiry (which shall include a signed letter from such transferee which contains representations from such transferee that the proposed transfer will not violate this Section 3.1(c) (i)), would beneficially own Voting Stock (as defined in the Indenture) of the Company of more than 35% of the total outstanding Voting Stock of the Company (assuming the conversion of all Class B Common into Class A Common Stock) and (ii) no Transfer shall be made by such Stockholder or any of its Affiliates to any Person which would cause a Change of Control Event (as defined in the Securityholders Credit Agreement) to occur under the Credit Agreement (assuming the conversion of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transferall Class B Common Stock into Class A Common Stock. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notExcept as otherwise expressly provided in this Article IV, directly or indirectly, no Stockholder shall be entitled to Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless its Company Shares at any time if such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under would violate the Securities Act and has been registered under all applicable Act, or any state (or other jurisdiction) securities or "“blue sky" ” laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory applicable to the Company to or the effect that no such registration is required because applicable Transfer of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsCompany Shares. (b) During In addition, during the Restricted Period, , except (i) each in connection with the exercise of “piggyback” rights under the NonRegistration Rights Agreement, (ii) as permitted by Section 4.2, (iii) as a Tagging Holder pursuant to the Tag-BLUM Parties may not Transfer any RestricAlong Agreement or (iv) pursuant to a ▇▇▇▇ Securities other Permitted Transfer, no Stockholder may Transfer any Company Shares, Hedge any Company Shares, or exercise a “demand” right under the Registration Rights Agreement, except with the prior written consent of the Stockholder Majority. Notwithstanding the foregoing, this Section 4.1(b) shall not apply to Transfers by any of the ▇▇▇▇ Parties if, at the time of such Transfer, (a) the ▇▇▇▇ Parties’ beneficial ownership of Company Shares has been, as a result of an issuance of Company Shares by the Company, reduced to less than 5% of the then outstanding Company Shares and (b) the last Director nominated by the ▇▇▇▇ Parties pursuant to Section 3.1(e) has either (x) pursuant to Sections 2.3been removed as a Director by the Board of Directors or the stockholders of the Company, 2.4 in each case, other than for cause or 2.5, (y) with respect resigned from the Board of Directors at the request of the Board of Directors pursuant to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee last sentence of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company3.1(i), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any a purported Transfer by any of the Securityholders a Stockholder of any Restricted Securities Company Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to evidencing the Securityholders will Company Shares held by a Stockholder shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 15, 2009, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the upon request by a Stockholder proposing to Transfer Company may be advised by counsel are required by law or necessary Shares pursuant to give full effect to any Transfer permitted under this Agreement, the "Legend"):Company shall promptly provide such Stockholder, or its Transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.1(d) shall be inapplicable on the earlier of (i) the end of the Restricted Period and (ii) when Section 4.1 becomes inapplicable with respect to the applicable Stockholder).

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notUnless Silver Lake and TPG both consent, directly or indirectly, no Shareholder may Transfer any shares Shares prior to the earlier of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act third anniversary of the Closing Date and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the date 180 days following the consummation of the initial Public Offering by the Company with a written opinion of counsel in form and substance reasonably satisfactory (the "Initial Share Holding Period") (other than to the Company or in accordance with Section 2.2 hereof). After the Initial Share Holding Period, Shareholders may Transfer Shares only in accordance with, and subject to the effect that applicable provisions of, both Article II and Article III hereof. Notwithstanding anything in this Agreement to the contrary, without the prior written consent of Silver Lake and TPG, no Shareholder may Transfer all or a portion of its Shares or take any other action if such registration is required because action would create a material risk of the availability Company becoming a "publicly traded partnership," within the meaning of an exemption from registration under Section 7704 of the Securities Act Code and all applicable state securities or "blue sky" lawsthe regulations promulgated thereunder. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (ca) In the event of any purported Transfer by any of the Securityholders a Shareholder of any Restricted Securities Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (db) Each certificate representing Restricted Securities issued to the Securityholders Shares held by a Shareholder will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE SHAREHOLDERS AGREEMENT AMONG NEW SAC AND THE OTHER SHAREHOLDERS PARTY THERETO, DATED AS OF NOVEMBER 22, 2000, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF NEW SAC. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company, with respect to any certificate representing Shares, by the delivery of substitute certificates without such Legend in the event of a Transfer permitted by this Agreement and in which the Transferee is not required to enter into an Assumption Agreement pursuant to Section 2.5; provided, however, that the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly Certificates and any beneficial interests therein may only be issued and sold or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and transferred to (i) such Transfer is Qualified Institutional Buyers purchasing the Certificates for their own account that are also (ii) Qualified Purchasers, in each case meeting the additional requirements of Section 3.14(b). Neither the Certificates nor any interest therein may be transferred or resold except pursuant to an effective exemption from the registration statement requirements of the Investment Company Act and the Securities Act. (b) Each transferee of a Certificate or any beneficial interest therein will be deemed to represent at time of transfer that (i) it is a Qualified Institutional Buyer, (ii) it is a Qualified Purchaser, (iii) it is not formed for the purpose of investing in the Certificates, unless each of its beneficial owners is a Qualified Purchaser, (iv) it is not a dealer described in paragraph (a)(l)(ii) of Rule 144A promulgated under the Securities Act (“Rule 144A”), unless such transferee owns and invests on a discretionary basis at least U.S. $25 million in securities of issuers that are not affiliated persons of such dealer, (v) it is not a plan referred to in paragraph (a)(1)(i)(D) or (E) of Rule l44A or a trust fund referred to in paragraph (a)(I)(i)(F) of Rule l44A that holds the assets of such plan, unless investment decisions are made solely by the fiduciary, trustee or sponsor of such plan, and (vi) it, and each account for which it is purchasing, is purchasing Certificates in at least the minimum denomination. (c) The Certificates shall bear legends stating that they have not been registered under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory are subject to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act transfer requirements described in subsections (a) and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this AgreementSection 3.14. By purchasing a Certificate or any interest therein, such purported Transfer will each purchaser shall be void and of no effect and the Company will not give effect deemed to such Transferhave agreed to these transfer requirements. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to The Certificates and related documentation, including this Agreement, may be amended or supplemented from time to time by the "Legend"):Trustor and the Trustee to modify the restrictions on and procedures for resale and other transfers of the Certificates and interests therein to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or other transfer of restricted securities generally if the Trustor and the Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement is necessary or appropriate. (e) In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Trustor shall provide to any Holder of a Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. However, the Trustor shall not be required to provide with respect to a Certificate more information than is required by Rule 144A as of the date such Certificate is issued but may elect to do so if necessary under subsequent revisions of Rule 144A. In connection with the same, the Trustor shall comply with Rule 144A(d)(4) of the Securities Act. In addition, the Trustor may from time to time modify the foregoing restrictions on resale and other transfers, without the consent but upon notice to the Holders of the Certificates, in order to reflect any amendment to Rule 144A or change in the interpretation thereof or practices thereunder if the Trustor and the Trustee shall have received an Opinion of Counsel to the effect that such amendment or supplement is necessary or appropriate. (f) The Certificates shall not be listed on any “established securities market.” For this purpose, an “established securities market” includes any national securities exchange registered under the Securities Exchange Act or exempted from registration because of the limited volume of transactions, any local exchange and any over the counter market characterized by an interdealer quotation system which regularly disseminates quotations of obligations by identified brokers or dealers, by electronic means or otherwise. (g) With respect to certain DTC-related actions, the Trustor on behalf of the Trust shall ensure that the CUSIP numbers assigned to the Class A Certificates have a “fixed field” attachment that contains indicators for Rule 144A and the Investment Company Act exemption. If at any time Class A Certificates that are registered with DTC or any other securities depository are issued or transferred to an entity unrelated to the Trustor, the Trustor on behalf of the Trust shall cause (or shall require the Remarketing Agent to cause) the relevant Bloomberg Financial Markets screen to contain customary indicators for Rule 144A and the Investment Company Act exemption. These indicators shall state clearly that sales of the Class A Certificates are restricted to Qualified Institutional Buyers that are also Qualified Purchasers, and should include the following disclosures: (i) The “Note Box” on the bottom of the “Security Display” page describing the Class A Certificates should state “Issued Under 144A/3(c)(7) Investment Company Act exemption”; (ii) The “Security Display” page should have a flashing red indicator stating “See Other Available Information”; and (iii) Such indicator should link to the “Additional Security Information” page, which should state that the Class A Certificates are being offered in reliance on the exemption from registration under Rule 144A to Persons who are Qualified Institutional Buyers and Qualified Purchasers. (h) Notwithstanding any other express or implied agreement to the contrary, the Trust, the Trustor, the Servicer and each Holder of Class A Certificates agree that each of them and each of their employees, representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For purposes of this paragraph, the terms “tax,” “tax treatment,” “tax structure,” and “tax benefit” are defined under Treasury Regulation §1.6011-4(c). (i) Each Holder of the Certificates acknowledges that it has been afforded an opportunity to request and to review and it has received, all information considered by it to be necessary to make an investment decision in purchasing the Certificates. (j) Notwithstanding anything herein to the contrary, the Trustor shall not transfer the Class B Certificate to any other entity without the consent of Class A Certificateholders constituting a majority of the Outstanding Certificate Balance of the Class A Certificates unless it has provided documentation, to the reasonable satisfaction of the Initial Purchaser, that either (i) the Trustor, (ii) an affiliate of the Trustor or (iii) a non-affiliated entity has guaranteed all the obligations related to additional capital contributions of the Holder of the Class B Certificate pursuant to Section 5.04, provided that (a) with respect to an affiliate of the Trustor, such affiliate either (1) maintains a rating of at least “Aa3,” “AA-” or its equivalent from a nationally recognized rating agency or (2) secures such guaranty with a letter of credit or similar credit facility from a financial institution that maintains a rating of at least “Aa3,” “AA-” or its equivalent from a nationally recognized rating agency and (b) with respect to an entity that is not an affiliate of the Trustor, such entity secures such guaranty with a letter of credit or similar credit facility from a financial institution that maintains a rating of at least “Aa3,” “AA-” or its equivalent from a nationally recognized rating agency; and, in each case, the transfer of the Class B Certificate shall be accompanied by an opinion of the guarantor’s counsel to the effect that such guaranty is valid, binding and enforceable and an opinion of nationally recognized bond counsel to the effect that such transfer and guaranty will not adversely affect the tax treatment of any payments required to be made by the Holder of the Class B Certificate pursuant to Section 5.04 as a result of such guaranty structure. (k) Each transferee or purchaser of Class A Certificates or any beneficial interest therein will be deemed to acknowledge by its purchase or transfer of Class A Certificates that (i) it has been afforded an opportunity to request from the Trustor and the Trust and to review, and it has received, all additional information considered by it to be necessary to verify the accuracy of the information in the Private Placement Memorandum and to make an investment decision, (ii) it has not relied on the Initial Purchaser or any person affiliated with the Initial Purchaser in connection with its investigation of the accuracy of the information contained in the Private Placement Memorandum or its investment decision and (iii) except for information provided directly by the Trustor or the Trust pursuant to (i) above, no person has been authorized to give any information or to make any representation concerning the Class A Certificates other than those contained in the Private Placement Memorandum and, if given or made, such other information or representation should not be relied upon as having been authorized by any of the Trustor, the Trust or the Initial Purchaser. (l) The Class A Certificates may not be purchased by any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan, including an individual retirement account or ▇▇▇▇▇ plan, subject to Section 4975 of the Code or any entity who assets include “plan assets” of any such plan. Each transferee or purchaser of Class A Certificates or any beneficial interest therein will be deemed to have represented and warranted at the time of transfer or purchase to the Trust, the Trustor and the Initial Purchaser by its purchase or transfer of Class A Certificates that its purchase or acquisition of Class A Certificates will not violate the restriction in the immediately preceding sentence. (m) No Certificates may be transferred in violation of this Section 3.14 or, if as a result of a proposed transfer the Trust would be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes; and any such transfer shall be void ab initio and shall have no effect.

Limitations on Transfer. Notwithstanding any other provision of this Agreement (aother than Section 2.1.4) Each Securityholder hereby agrees that it or the Series D Certificate of Designation, other than as specifically approved by the Company, Wireless will notnot sell, directly transfer or indirectlyotherwise dispose of any of the Wireless Common Shares, Transfer the Series D Shares, or any shares of Common Stock issued upon conversion of the Series D Shares, except as follows (sales, transfers and dispositions of such securities as permitted by any of the following Sections 3.3(a), 3.3(b), 3.3(c) and 3.3(d) shall not reduce the number of such securities that may be sold, transferred or FS Warrants disposed of pursuant to any of the other of such sections): (collectivelya) Wireless may sell all or any portion of such securities a any time or times more than six (6) months after the Closing, in one or more privately negotiated sales to any person or group that is not a "Restricted Person," as identified in Schedule 3.3 hereto, so long as Wireless and the transferee comply with the following: Prior to consummating any such sale, Wireless shall give written notice thereof to the Company specifying the number of securities that Wireless desires to sell. For a period of five (5) business days following such notice, the Company shall have the exclusive right to negotiate with Wireless with respect to the purchase of such securities by the Company or its nominee. Such exclusive right shall not be deemed to be a right of first offer or right of first refusal, and Wireless shall have the right to reject any offer made by the Company or its nominee during such period. If no such offer is made and accepted prior to the expiration of such period, Wireless shall have the right for a period of three (3) months following expiration of such period to offer and sell such securities on such terms and conditions as shall be acceptable to Wireless. If any of such securities remain unsold at the end of such period and Wireless desires to sell such securities under this Section 3.3(a), Wireless shall again be required to comply with the notice and other provisions of this Section 3.3(a). The transferee of any securities sold pursuant to this Section 3.3(a) shall consent in writing to be bound by the provisions of this Agreement, and an original of such consent shall be delivered to the Company. (b) At any time or times more than twelve months after the Closing Date, Wireless may sell all or any portion of the Wireless Common Shares and any shares of Common Stock issued upon conversion of the Series D Shares in one or more sales in any available over-the-counter market for the Common Stock and/or through any exchange on which the Common Stock is then traded, subject to the following: The aggregate number of shares of Common Stock sold during each period shown in the following table (a "Restricted SecuritiesPeriod") unless shall not exceed the sum of (A) the number of shares (which number shall be equitably adjusted to take into account any combination or subdivision of the Common Stock effected prior to or following the Closing Date) indicated in the table for that Period, plus (B) the number of such Transfer complies with the provisions hereof and (i) such Transfer is shares that could have been but were not sold pursuant to this Section 3.3(b) (determined without regard to Section 3.3(b)(ii)) during any prior Period (the number of shares determined by such sum for any Period will be referred to as the "Permitted Period Shares"): Period (after Closing Date) Permitted Sales 12 months - 18 months 2,650,000 shares 18 months - 24 months 2,650,000 shares 24 months - 30 months 2,650,000 shares After 30 months 5,300,000 share Prior to making any sale of such shares in any Period, Wireless shall give the Company notice of its intention to do so. For a period of five (5) business days following receipt of such notice, the Company shall have the option, exercisable by written notice to Wireless, to conduct an effective underwritten offering of all of the Permitted Period Shares pursuant to a registration statement under the Securities Act filed in accordance with Section 2.02 and has been registered under the other terms and conditions of the Registration Rights Agreement (as defined below). The number of shares to be included in the registration statement may be reduced to the extent that the managing underwriter determines that inclusion of the shares would adversely affect the marketing of the offering, provided that the reduction shall apply first to all applicable state securities or "blue sky" laws or holders of such shares other than Wireless and second to the number of Permitted Period Shares, and provided further that if the number of Permitted Period Shares to be included by Wireless in the registration statement is reduced, Wireless may elect to sell such number of Permitted Period Shares pursuant to this Section 3.3(b) without regard to this Section 3.3(b)(ii). If (iia) such Securityholder shall have furnished the Company with a written opinion does not exercise its option to conduct an underwritten offering of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because all of the availability of an exemption from registration Permitted Period Shares under the Securities Act and all applicable state securities this Section 3.3(b)(ii) or "blue sky" laws. (b) During having exercised its option, the Restricted Period, Company's registration statement is not filed and declared effective within ninety (i90) each days following the Company's receipt of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):notice from Wireless under this

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions --------------------- hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): ------ "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITYHOLDERS' AGREEMENT AMONG ▇▇▇▇ ▇▇ HOLDING CORP., RCBA STRATEGIC PARTNERS, L.P., FS EQUITY PARTNERS III, L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE ▇▇▇▇ HOLDING COMPANY, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, DLJ INVESTMENT FUNDING, INC. AND CERTAIN MANAGEMENT INVESTORS, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article II pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will -------- ------- only be removed if at such time it is no longer required for purposes of applicable securities laws and, if requested by the Company, the Company receives an opinion to such effect of counsel to the applicable Securityholder in form and substance reasonably satisfactory to the Company.

Limitations on Transfer. (a) Each Securityholder hereby agrees The Stockholders other than Silver Lake and any Silver Lake Affiliated Person (collectively, the “Restricted Stockholders”) shall not be permitted to Transfer all or any portion of their Restricted Shares other than: (i) to any Permitted Transferee in accordance with the terms of Section 4.02, provided, that, in the case of any Restricted Stockholder that it will notis a partnership, limited liability company, or any foreign equivalent thereof, any Transfer to a partner, member or foreign equivalent thereof of such Restricted Stockholder, may only be made as a pro rata distribution in accordance with such Restricted Stockholder’s governing documents; (ii) prior to the earlier of (A) the second (2nd) anniversary of the IPO Closing and (B) the date on which the number of Common Shares beneficially owned, directly or indirectly, Transfer any shares by Silver Lake has decreased to 50% of Common Stock or FS Warrants the Post-IPO Shares held by Silver Lake (collectivelythe “Initial Holding Period”), the "Restricted Securities") unless such Transfer complies with the consent of Silver Lake and subject to the tag-along rights and drag-along rights provisions hereof of this Article IV; (iii) after the Initial Holding Period, to any Transferee, without consent, subject only to the tag-along rights and drag-along rights provisions of this Article IV; (iiv) such Transfer is in a registered public offering pursuant to an effective registration statement under the Securities Act Registration Rights Agreement; (v) as a Tagging Stockholder in accordance with Section 4.04; (vi) as a Restricted Stockholder in accordance with Section 4.05; and (vii) in the case of each of ▇▇▇▇▇▇ and has been registered under all applicable state securities or "blue sky" laws or Spanicciati, up to a number of shares equal to one percent (ii1%) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act issued and all applicable state securities or "blue sky" lawsoutstanding Common Shares in any twelve month period pursuant to Rule 144. (b) During Notwithstanding the foregoing, in no event shall any Restricted Period,Stockholder be entitled to Transfer its Restricted Shares to any Person considered by the Board of Directors or Silver Lake to be (i) an actual or potential competitor of, or (ii) otherwise adverse to, the Company (a “Adverse Party”) or any other Person who (directly or indirectly) (A) holds an ownership interest in such Adverse Party equal to three percent (3%) or more of the outstanding voting securities of such Adverse Party or (B) has designated, or has the right to designate, a member of the board of directors of such Adverse Party, in each case without the approval of the Silver Lake, such approval being required only for so long as Silver Lake holds greater than 5% of the issued and outstanding Common Shares, except for Transfers in any bona fide underwritten public offering or sales pursuant to Rule 144 permitted by Section 4.01(a)(vii). In addition, no Stockholder shall be entitled to Transfer its Common Shares at any time if such Transfer would: (i) each of violate the Non-BLUM Parties may not Transfer Securities Act, or any Restric▇▇▇ Securities state (or other than (xjurisdiction) pursuant to Sections 2.3, 2.4 securities or 2.5, (y) with respect “Blue Sky” laws applicable to the FS Parties and Company or the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); andCommon Shares; (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction cause the Company to become subject to Section 2.4 unless Section 2.4 is complied with in full prior the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to such Transfer.time; or (ciii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. In the event of any a purported Transfer by any of the Securityholders a Stockholder of any Restricted Securities Common Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (dc) Each certificate representing or securities evidenced on the books and records of the transfer agent, as applicable, evidencing the Restricted Securities issued to Shares shall bear the Securityholders will bear a legend following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT, DATED AS OF [•], 2016, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (d) In the event that one or more of the restrictive legend set forth in Section 4.01(c) has ceased to the following effect (with such additions thereto or changes therein as be applicable, the Company may be advised shall provide or shall cause its transfer agent to provide any Stockholder, or its respective transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with, in the case of securities evidenced by counsel are required by law or necessary certificates, new certificates for such securities of like tenor not bearing the legend with respect to give full effect which the restriction has ceased and terminated or, in the case of securities evidenced on the books and records of the transfer agent, with a securities entry that is free of any restrictive notations corresponding to this Agreement, the "Legend"):such legend.

Limitations on Transfer. (a) Each Securityholder hereby Management Shareholder agrees ----------------------- that it he or she will not, directly or indirectly, not Transfer any shares Shares prior to the earliest of Common Stock or FS Warrants (collectivelyi) a Qualified Public Offering of Ordinary Shares, (ii) a Change of Control and (iii) the Lapse Date with respect to such Management Shareholder (such earliest date, the "Restricted SecuritiesTransfer Restriction Termination Date") unless ), except for Transfers which are ------------------------------------- permitted pursuant to Sections 2.2, 2.3 or 2.5 hereof or Article III hereof. After the Transfer Restriction Termination Date with respect to such Management Shareholder, such Management Shareholder may Transfer complies with Shares only in accordance with, and subject to the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" lawsof, this Agreement. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders a Management Shareholder of any Restricted Securities Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (di) Each certificate representing Shares held by a Management Shareholder which are subject to a Restricted Securities issued to the Securityholders Share Agreement will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Unvested Share -------------- Legend"):): ------ "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (I) A MANAGEMENT SHAREHOLDERS AGREEMENT AMONG NEW SAC (THE "COMPANY") AND THE MANAGEMENT SHAREHOLDERS LISTED THEREIN, DATED AS OF NOVEMBER 22, 2000, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, AND (II) A RESTRICTED SHARE AGREEMENT WITH THE COMPANY RELATING TO SUCH SHARES, A COPY OF EACH OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE MANAGEMENT SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT, AND THE RESTRICTED SHARE AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VESTING OF SUCH SHARES. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH MANAGEMENT SHAREHOLDERS AGREEMENT AND RESTRICTED SHARE AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH MANAGEMENT SHAREHOLDERS AGREEMENT AND RESTRICTED SHARE AGREEMENT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." (ii) Each certificate representing Shares held by a Management Shareholder which are not subject to a Restricted Share Agreement will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Vested Share Legend"): ------------------- "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MANAGEMENT SHAREHOLDERS AGREEMENT AMONG NEW SAC (THE "COMPANY") AND THE MANAGEMENT SHAREHOLDERS LISTED THEREIN, DATED AS OF NOVEMBER 22, 2000, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE MANAGEMENT SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH MANAGEMENT SHAREHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH MANAGEMENT SHAREHOLDERS AGREEMENT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." (iii) The Unvested Share Legend or the Vested Share Legend, as applicable, will be removed by the Company by the delivery of substitute certificates without such Unvested Share Legend or Vested Share Legend, as the case may be, in the event of a Transfer permitted by this Agreement and in which the Transferee is not required to enter into an Assumption Agreement pursuant to Section 2.4; provided, however, that the second -------- ------- paragraph of each of the Unvested Share Legend and the Vested Share Legend will only be removed at such time as it is no longer required for purposes of applicable securities laws. (d) Notwithstanding any other provision of this Agreement to the contrary (other than Section 2.2), a Management Shareholder shall be permitted to Transfer any Shares which are subject to a Restricted Share Agreement only to the extent that such Management Shareholder's interest in such Shares has fully vested, as of the date of such transfer, in accordance with the terms of the applicable Restricted Share Agreement. However, Ordinary Shares which are not otherwise vested at the time of Transfer may be transferred to any Permitted Transferee, provided that such Permitted Transferee agrees to be bound by all of -------- the restrictions and forfeiture provisions to which the transferred Ordinary Shares are subject at the time of such Transfer. (e) Without the prior written consent of Silver Lake and TPG, no Management Shareholder may Transfer all or a portion of his or her interests in the Company or take any other action, if such transfer or action would create a material risk of the Company becoming a "publicly traded partnership," within the meaning of Section 7704 of the Code and the regulations promulgated thereunder.

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Non-▇▇▇▇ Parties may not Transfer any Restric▇▇▇ Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM ▇▇▇▇ and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

Limitations on Transfer. (a) Each Securityholder hereby Notwithstanding any other provision of this Agreement, prior to the earlier to occur of (i) the date which is one year following the Effective Time and (ii) the date on which Nicoll is terminated by Instinet, other than in the case of a termin▇▇▇▇▇ by Instinet for Cause or a termination with the consent of at least two Island Stockholders then entitled to designate directors under Section 2.2(a)(i) (the period from the Effective Time to the earlier to occur of (i) and (ii), the "Initial Share Holding Period"), none of any Holder or Nicoll shall Transfer any Subject Shares or Datek Shares, and no Reu▇▇▇▇ ▇arty shall Transfer any shares of Common Stock, other than (v) in the case of Nicoll, in connection with estate and family planning so long as the ▇▇▇▇▇feree has executed a Joinder Agreement in which it agrees to be treated as Nicoll hereunder or by will or other instrument taking effect at dea▇▇ ▇▇ by applicable laws of descent and distribution, (w) to any Reuters Party, any other Reuters Entity that has executed a Joinder Agreement in which it will notagrees to be treated as a Reuters Party hereunder, or Instinet, (x) in the case of a transfer by a Holder or any Reuters Party, to any Island Stockholder or (y) in the case of a Transfer by a Holder, to a Permitted Transferee of such Holder or (z) in the case of a Reuters Party, any pledge of any such securities or rights in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case set forth in clauses (w), (x) or (y), no such Transfer shall be effected unless and until (I) in the case of a Transfer by a Island Stockholder, such Island Stockholder has complied with Section 2.2(h) to the extent such Transfer would affect such Island Stockholder's rights pursuant to Section 2.2 and (II) Instinet shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is in compliance with the provisions hereof and any applicable securities laws and shall have acknowledged such compliance and, in each case set forth in clause (z), the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement. (b) Following the expiration of the Initial Share Holding Period and until the date which is three years following the Effective Time, the Holders shall not Transfer any Subject Shares in a Market Transaction except in accordance with and subject to the volume limitations specified in Rule 144(e) promulgated under the Securities Act (or any successor paragraph or rule of similar effect), without regard to any time limitations contained in Rule 144(k) (or any successor paragraph or rule of similar effect), provided that for purposes of determining compliance with paragraph (e) of Rule 144, all Holders of Subject Shares shall be deemed to be acting in concert, for the purpose of selling shares of Common Stock, with all other Holders of Subject Shares. Notwithstanding the foregoing, the restrictions set forth in this Section 2.1(b) shall not apply to Transfers by Holders pursuant to an underwritten offering conducted in accordance with the Registration Rights Agreement. (i) No Holder may Transfer Subject Shares to a Permitted Transferee of such Holder unless such Permitted Transferee has duly executed a Joinder Agreement in which it agrees to be treated as a Holder (if not already a Holder party to this Agreement) and such transferring Holder has complied with Section 4.10. No Reuters Party may Transfer shares of Common Stock to another Reuters Entity unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party (if not already a Reuters Party party to this Agreement) and such transferring Reuters Party has complied with Section 4.10. (ii) No Reuters Entity (in the case of Reuters Entities not wholly owned, directly or indirectly, by Reuters Parent, to the extent that Reuters Limited or Reuters Parent has the power to direct such Reuters Entity and such direction is consistent with any fiduciary obligations such Reuters Entity might have to third parties, it being understood that no Reuters Party shall act through or in concert with any such non-wholly owned Reuters Entity in any manner inconsistent with such Reuters Party's obligations hereunder) may acquire shares of Common Stock from any Person unless such Reuters Entity has duly executed a Joinder Agreement in which it agrees to be treated as a Reuters Party. (iii) No Reuters Party may Transfer shares of Common Stock to a transferee that, alone or together with its Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, acquires from Reuters Parties, in a transaction or a series of related transactions, a number of shares of Common Stock representing at least 10% of the aggregate number of shares of Common Stock then outstanding, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by such Reuters Party's obligations under Section 2.3(a) with respect to such transferred shares, to the same extent applicable to such Reuters Party. (iv) At any time when Reuters Entities own shares of Instinet's stock representing 20% or more of the Total Voting Power of Instinet, no Reuters Party may Transfer shares of Common Stock, in a transaction or a series of related transactions, to a transferee that, immediately after giving effect to such Transfer would, together with such transferees' Affiliates and any "group" (as defined in the Exchange Act) of which such transferee or Affiliates is or are a member, have beneficial ownership of Instinet's stock representing 35% or more of the Total Voting Power of Instinet, other than in a Market Transaction or pursuant to the exercise by such Party of its registration rights under the Corporate Agreement or the Registration Rights Agreement, as applicable (excluding pre-arranged transactions in which the shares are "crossed", "directed" or otherwise caused to be sold to the particular transferee), unless in each case such transferee and any such Affiliates and members of such "group" agree in writing to be bound by Section 2.4 to the same extent applicable to Reuters Limited (except that (A) the percentage of additional shares of Common Stock that may be acquired in reliance on clause (w) of Section 2.4(a) following the Transfer from such Reuters Party shall be equal to the greater of (i) 40% and (ii) that percentage of the Total Voting Power of Instinet beneficially owned by such transferee, its Affiliates and any such "group" immediately after giving effect to the Transfer from such Reuters Party and (B) references in Section 2.4 to Reuters Entities and Reuters Parent shall be deemed to refer to Persons having an analogous relationship with such transferee and members of any such group). Any such agreement by a transferee to be bound by Section 2.4 shall not affect the obligations of any other Person that otherwise remains subject to Section 2.4 in accordance with its terms. (d) The parties hereto hereby acknowledge and agree that Instinet may impose stop transfer instructions with respect to the shares of Common Stock subject to the restrictions contained in this Article II in order to implement the restrictions on Transfers contained herein. (i) Each certificate representing Subject Shares, Datek Shares and any shares of Common Stock held by any Reuters Party or FS Warrants (collectivelyby a Person who is required, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities Section 2.1(c)(iii) or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company2.1(c)(iv), and (z) with respect to agree to be bound by the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions portions of this AgreementAgreement specified in such Sections, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company Instinet may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 9, 2002, AMONG INSTINET GROUP INCORPORATED, REUTERS LIMITED, REUTERS C CORP., REUTERS HOLDINGS SWITZERLAND SA AND THE OTHER STOCKHOLDERS PARTY THERETO, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT APPLICABLE TO THE SHARES REPRESENTED BY THIS CERTIFICATE." (ii) Each Reuters Party and any Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections will cause any applicable shares of Common Stock, and each Holder and Nicoll will cause any Datek Shares or shares of Common ▇▇▇▇▇ received by such Holder or Nicoll in respect of such Holder's or Nicoll's interest ▇▇ ▇▇tek, in each case held by such p▇▇▇▇ ▇▇ the Effective Time or acquired by such party at any time thereafter to be delivered to Instinet for the purpose of applying the Legend. Instinet shall return to the delivering party, as promptly as possible, any shares so delivered. The delivery of such shares by the delivering party shall not in any way affect such party's rights with respect to such shares. (iii) The Legend will be promptly removed by (or at the direction of) Instinet, with respect to any certificate representing shares of Common Stock or Datek Shares, by the delivery of substitute certificates without such Legend (w) with respect to Subject Shares or any shares of Common Stock held by a Reuters Party or by a Person who is required, pursuant to Section 2.1(c)(iii) or Section 2.1(c)(iv), to agree to be bound by the portions of this Agreement specified in such Sections, in the event of a Transfer permitted by this Agreement and in which the transferee is not required to enter into a Joinder Agreement pursuant to the terms of this Agreement or otherwise agree in writing to be bound by certain provisions of this Agreement, (x) with respect to Subject Shares held by any Holder, following termination of this Agreement with respect to such Holder, (y) with respect to any Datek Shares, following termination of this Agreement with respect to all Subject Shares to which such Datek Shares relate or (z) with respect to Subject Shares held by Nicoll, following the expiration of the Initial Share Holding Period. (f) At least five days prior to any Transfer of shares of Common Stock during the Initial Share Holding Period, the transferring party shall give written notice of such Transfer to Instinet, the Holders and the Reuters Parties. Each such notice required by this paragraph shall describe the manner of the proposed Transfer and the number and nature of the securities involved. (g) Any Transfer or successive Transfer of capital stock of Datek (other than Datek Stock) by an Island Stockholder shall be subject to the provisions of Section 4(l) of the Company Voting Agreement, to the extent provided therein.

Limitations on Transfer. The Holder shall not have the right to sell, transfer, convey or assign (a) Each Securityholder hereby agrees that it will noteach, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the a "Restricted Securitiestransfer") unless all or any part of its purchase rights granted under this Warrant except that (A) the Holder may transfer its right to purchase limited numbers of Warrant Shares such Transfer complies with the provisions hereof and that (i) on the date hereof, the Holder may transfer its right to purchase up to two hundred thousand (200,000) Warrant Shares, but only if the Market Price of the Common Stock is not less than five dollars ($5.00) per share (as the same may be adjusted on account of stock dividends and splits under Section 3(a)) on the date of such Transfer transfer and (ii) during any three (3) month period following the first date after the date hereof when the Market Price of the Common Stock reaches or exceeds five dollars ($5.00) per share (as the same may be adjusted on account of stock dividends and splits under Section 3(a)) the Holder may transfer its right to purchase up to fifty thousand (50,000) Warrant Shares, but in either case only where (B) such transfer is pursuant (i) in full compliance with Section 4(c), (ii) to an effective registration statement under the extent that the proposed transfer would or may, in the reasonable view of the Company, violate any provision of, or result in liability to the Company under, any applicable law, including without limitation Executive Order 13224, the Untied States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the Foreign Corrupt Practices Act of 1977, the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended ---------------- and has been registered under all applicable state securities or "blue sky" laws or (iiiii) such Securityholder shall have furnished where the Company with a written opinion of counsel in form and substance reasonably satisfactory proposed transferee provides to the Company such acknowledgments, certifications and documentation as may be reasonably required by the Company to demonstrate the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restric▇▇▇ Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, (y) with respect to the FS Parties and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company), and (z) with respect to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event absence of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):liability.

Limitations on Transfer. (a) Each Securityholder Stockholder hereby agrees that it will not, directly or indirectly, no Transfer of Equity Interests shall occur in any shares manner that violates the provisions of Common Stock or FS Warrants (collectivelythis Agreement, the "Restricted Securities"Registration Rights Agreement or any applicable federal or state securities laws. (b) unless such Transfer complies with the provisions hereof and (i) such Transfer is Each Stockholder hereby agrees that, except for Transfers pursuant to Section 4.2, 4.5 or 4.6 or Transfers effected pursuant to an effective registration statement filed under the Securities Act and Act, no Transfer of Equity Interests shall occur unless the Company has been registered under all applicable state securities or "blue sky" laws or (ii) such Securityholder shall have furnished the Company with furnished, after it has made a written request to that effect, with an opinion of counsel in form and substance reasonably satisfactory to the Company from counsel reasonably satisfactory to the effect Company that no such Transfer may be made without registration is required because of the availability of an exemption from registration under Section 5 under the Securities Act and all any applicable state securities laws; provided, however, that this Section 4.1(b) shall not apply to (x) Transfers of Equity Interests by a Stockholder (or "blue sky" laws. (bStockholders) During the Restricted Period, who (i) each beneficially owns less than ten percent (10%) of the Non-BLUM Parties may shares of Common Stock then outstanding; (ii) is not an “Affiliate” (as such term is defined in Rule 405 under the Securities Act) of the Company, and (iii) has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Stockholder effecting such Transfer, to the effect that the requirements of clauses (i) and (ii) of this proviso are satisfied and that the Stockholder making such Transfer any Restric▇▇▇ Securities other than (x) pursuant did not receive the securities proposed to Sections 2.3, 2.4 or 2.5be Transferred with a view to a subsequent distribution, (y) Transfers of Equity Interests by a Stockholder who has furnished the Company with respect to the FS Parties a certificate, in form and the Other Non-Management Parties only, Transfers after the applicable Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements substance reasonably satisfactory to the Company), and signed by an authorized officer of the Stockholder effecting such Transfer, to the effect that the Transfer is being made in compliance with Rule 144 under the Securities Act or (z) with respect Transfers of Equity Interests to the DLJ Parties only, Transfers of Restricted Securities in connection with Transfers of Notes Company pursuant to the same transferee (subject to such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer repurchase provisions of any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfermanagement equity plan or agreement or independent director equity plan or agreement. (c) In Each Stockholder hereby agrees that, except for Transfers in connection with clause (z) of Section 4.1(b), no Transfer of Equity Interests shall be permitted unless and until the event of any purported Transfer proposed Transferee agrees in writing to become a party to, and be bound to the same extent as its Transferor by any of the Securityholders of any Restricted Securities in violation of terms of, this Agreement pursuant to the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such TransferSection 5.6 hereof. (d) Each certificate representing Restricted Securities issued Notwithstanding any other provisions of this Agreement to the Securityholders will bear contrary, prior to a legend on the face thereof substantially Public Offering, no Transfer of Equity Interests shall be permitted if, after giving effect to such Transfer, and after giving effect to the following effect conversion, exercise or exchange of all Common Stock Equivalents (with other than the Warrants), such additions thereto or changes therein as Transfer would result in the Company may becoming subject to the reporting requirements of the Exchange Act. (e) Each Stockholder hereby agrees that, except for Transfers pursuant to Section 4.6 hereof, no Transfer of Equity Interests to any Company Competitor or an Affiliate of any Company Competitor shall be advised by counsel are required by law or necessary to give full effect to this Agreement, permitted without the "Legend"):prior written consent of the Board.