FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Among ESL INVESTMENTS, INC., EDWARD S. LAMPERT, WILLIAM C. CROWLEY, ACOF I LLC and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of [Distribution Date], 201[1]Stockholders’ Agreement • December 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [Distribution Date], 201[1], is entered into among ESL Investments, Inc. (“ESL”), Edward S. Lampert (“Lampert”), William C. Crowley (“Crowley”), Orchard Supply Hardware Stores Corporation (the “Company”) and ACOF I LLC (“ACOF”).
