0001193125-12-003636 Sample Contracts

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 December 30, 2011

Stockholders’ Agreement • January 5th, 2012 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware

• Contract Type
  Stockholders’ Agreement
• Filed
  January 5th, 2012
• Company
  Orchard Supply Hardware Stores Corp
• Industry
  Retail-building materials, hardware, garden supply
• Jurisdiction
  Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 30, 2011, 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”).