Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(c), each Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”). (b) Except as otherwise permitted or required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(cEach Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), each Shareholder (except in compliance with the Securities Act, any other than applicable securities or “blue sky” laws, and the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily restrictions on Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)contained in this Agreement. (b) Except No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as otherwise permitted of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner)MH Merger Agreement. (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference Any attempt to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Company Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel not in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of compliance with this Agreement shall be null and void, no such Transfer and the Company shall be recorded on not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s books and records to such purported Transfer. (j) Without limiting the purported transferee in other provisions of this Agreement, no Stockholder shall make or permit any such Transfer shall of its Company Securities indirectly through any means that would not be treated (and permitted directly, in order to avoid the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Except Notwithstanding anything to the contrary contained in this Agreement, no Transfer of shares of Capital Stock by a Stockholder or issuance of shares of Capital Stock by the Corporation shall be made if such Transfer or issuance is to a Person who is (A) a Competitor of the Corporation or any subsidiary thereof, (B) a customer of the Corporation or any subsidiary, or (C) a rare earth trading house; provided, that the Corporation and the Stockholders agree that Traxys’ business operations as permitted pursuant they exist as of the date hereof shall not be deemed competitive with the Corporation or any subsidiary. Subject to this Section 3.01(c)8(a) and the remainder of this Section 8, each Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Stockholders may Transfer any shares of its Common Shares prior Capital Stock to September 6, 2018 (the “Lock-up Period”)their Specified Transferees. (b) Except as otherwise permitted or required pursuant Notwithstanding anything to the terms contrary contained in this Agreement, no Transfer of this Agreement shares of Capital Stock by a Stockholder or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change issuance of Control or an Initial Public Offering (including, any Common Shares held shares of Capital Stock by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 Corporation shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation be made if such Transfer or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND issuance (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of would violate any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign federal securities laws, (iiB) if it would cause require the Company or any of its Subsidiaries to be required Corporation to register as an investment company under the United States Investment Company Act of 1940Act, (C) would require the Corporation to register as amended, an investment adviser under state or any comparable foreign lawfederal securities laws, or (iiiD) if it other than in connection with the Initial Public Offering, would cause require the assets of the Company or Corporation to register any of its Subsidiaries to be deemed plan assets as defined securities under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary Section 12 of the Company, or any Shareholder or any of their Affiliates would result from such TransferExchange Act. (gc) Any Notwithstanding anything to the contrary contained in this Agreement, no Stockholder may Transfer or attempted Transfer any shares of any Common Shares in violation of Capital Stock to a transferee as permitted by this Agreement shall (a “Permitted Transferee”), unless such Permitted Transferee (other than a Permitted Transferee that purchases shares of Capital Stock in connection with a compelled sale pursuant to Section 6) agrees to execute a Joinder Agreement in substantially the form attached hereto as Exhibit A. (d) Additional shares of Capital Stock may be null and void, no such Transfer shall be recorded on issued to Persons other than members of a Stockholder Group only if approved by the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) Stockholders as the owner of such Common Shares for all purposes of this Agreementa Super-Majority Action pursuant to Section 10(b)(v).

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(cEach Shareholder understands and agrees that the Company Securities held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Shareholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), each except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement and in, if applicable, the terms of any Management Incentive Plan. No Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily shall Transfer any Company Securities to any Person if such Transfer would, in the Board’s good faith determination, result in adverse regulatory consequences to the Company, including, without limitation, obligations of its Common Shares prior the Company to September 6, 2018 (file periodic reports with the “Lock-up Period”)Commission under the Exchange Act. (b) Except as otherwise permitted or required Notwithstanding anything in this Agreement to the contrary (including any rights afforded to a Minority Holder pursuant to Article 5): (i) from the terms date hereof until the earlier of this Agreement or (a) the Leaver Sale Provisions, one year anniversary of the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or date hereof and (b) an Initial Public Offering (includingsuch earlier date, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a“Change Date”), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any no Shareholder of may Transfer any of its Common Shares: Company Securities, except (iA) to a Permitted TransfereeTransferee in accordance with Section 3.3, (iiB) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, DCP Investor may Transfer all (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding but not less than twoall) of its Company Securities so long as it exercises its rights under a Drag-thirds Along Sale pursuant to Section 3.5 in compliance with the terms thereof, (C) in the case of the issued and outstanding Common Shares Other Holders, in a Transfer of Company Securities in a Drag-Along Sale described in Section 3.1(b)(i)(B) (in compliance with the terms thereof) or (D) to another Shareholder or the Company immediately prior pursuant to an indemnification claim under the Transfer2011 Merger Agreement. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing an Initial Public Offering does not occur on or prior to the Common Shares one year anniversary of the Company issued under or in connection with a Plan shall bear date hereof, then from the Change Date until an additional legend substantially in the following form (and if such Common Shares are not certificatedInitial Public Offering, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, no Minority Holder may Transfer any of its Common Shares Company Securities, except (iA) except as permitted to a Permitted Transferee in accordance with Section 3.3, (B) in a Transfer of Company Securities in a Tag-Along Sale or Drag-Along Sale pursuant to Sections 3.4 or 3.5 (in each case, in compliance with the terms thereof) or (C) to another Shareholder or the Company pursuant to an indemnification claim under the 2011 Merger Agreement. Notwithstanding anything to the contrary, from the Change Date until the Initial Public Offering (if such period exists), no Shareholder may Transfer Company Securities Act and other applicable federal, state or foreign securities lawsto a Company Competitor without the approval of the Board except in connection with the sale of the Company. (iii) following an Initial Public Offering, and thensubject to Section 3.1(a), if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such no Minority Holder may Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries Company Securities, except (A) to a Permitted Transferee in accordance with Section 3.3 and (B) shares of Common Stock, other than any unvested shares of Common Stock issued or granted pursuant to the Management Incentive Plan (such shares of Common Stock that may be required Transferred, “Unrestricted Securities”), but only to register the extent such Transfer would not result in the Relative Ownership Percentage (as an investment company under defined below) of the United States Investment Company Act Unrestricted Securities owned by such Minority Holder immediately following the effective time of 1940, as amended, or any comparable foreign law, or such Transfer (iiithe “Determination Time”) if it would cause being less than the assets aggregate Relative Ownership Percentage of the Company or any of its Subsidiaries to be deemed plan assets as defined under Securities owned by the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving DCP Investor immediately following the Company. In any eventDetermination Time; provided, the Board may refuse the Transfer to any Person if (ihowever, that this Section 3.1(b)(iii) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence will not apply to the Company, Golden Gate Investor and any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all other 2011 Rollover Holder. For purposes of this Agreement.Section 3.1(b)(iii), “Relative Ownership Percentage” means:

General Restrictions on Transfer. (a) Except as permitted pursuant to by Section 3.01(c)2.02, each Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily DP Sponsor shall not Transfer any shares of its Common Shares prior to September 6, 2018 Stock beneficially owned or owned of record by it until the earlier of: (i) the “Lock-up Period”)date that is one (1) year from the Closing or (ii) the Release Date. (b) Except as otherwise permitted by Section 2.02, none of General Motors, Workhorse Group Inc. or required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily BGL shall Transfer any shares of Common Shares prior to Stock beneficially owned or owned of record by it until the date that is six (6) months from the Closing. (each of the periods described in clauses (a) and (b), a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner“Key Stockholder Lockup Period”). (c) The provisions Except as permitted by Section 2.02, the Majority Stockholder shall not Transfer: i. any shares of Section 3.01(aCommon Stock beneficially owned or owned of record by the Majority Stockholder until the date that is one (1) year from the Closing; and ii. more than fifty percent (50%) of the shares of Common Stock beneficially owned or owned of record by the Majority Stockholder as of the date of this Agreement, until the date that is two (2) years from the Closing (each of (i)-(ii), Section 3.01(ba “Majority Stockholder Lockup Period” and, together with the Key Stockholder Lockup Periods, the “Lockup Periods”)); provided, Section 3.02that the Majority Stockholder shall not, Section 3.03 at any time, Transfer any shares of Common Stock if, immediately following such Transfer, the Majority Stockholder would be the beneficial owner and Section 3.04 shall not apply owner of record of fewer than the number of shares that would be required to satisfy any of the following Transfers outstanding indemnification claim made by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) Parent pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the TransferMerger Agreement. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing Following the Common Shares expiration of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificatedLockup Period, the Company’s ledger shall include a notation substantially Stockholder to whom such Lockup Period previously applied may sell such number of shares of Common Stock or BGL Warrants that are no longer subject to the Lockup Period without restriction under this Agreement, other than the restriction set forth in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (ASection 2.03(c) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENTbelow.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor expiration of any Transfer (whether or not each Lockup Period applicable to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common SharesStockholder, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of Stockholder may not assign or delegate such Stockholder’s rights, duties or obligations under this Agreement, the transferee thereof shall be substituted forin whole or in part, and shall assume all the rights and obligations under this Agreement of, the transferor thereofexcept in connection with such Transfer of Common Stock or BGL Warrants pursuant to Section 2.02. (f) Notwithstanding any other provision The provisions of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery Section 2.01 shall not apply to the Company of an opinion of counsel in form BlackRock Entities (it being acknowledged and substance satisfactory agreed that such BlackRock Entities shall remain subject to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result lockup provisions contained in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement.respective BlackRock Subscription Agreements)

General Restrictions on Transfer. (a) Except as permitted Each Shareholder understands and agrees that the Company Securities held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Shareholder shall Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to Section 3.01(c), each which such Company Securities were issued. No Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily shall Transfer any Company Securities if such Transfer would cause any class of its Common Shares prior Company Securities to September 6, 2018 (be required to become subject to registration under the “Lock-up Period”)Exchange Act. (b) Except as otherwise permitted or required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee Each Shareholder hereby agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 such Shareholder shall not apply to any of the following Transfers by any Shareholder of Transfer any of its Common Shares: (i) to a Permitted Transferee, (ii) Company Securities at any time other than pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with Section 1, Section 2 and Section 3. Any Transfer of Company Securities, other than according to the terms of this Agreement, the transferee thereof shall be substituted forvoid and transfer no right, title or interest in or to any of such Company Securities to the purported transferee. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company. (c) Except in connection with a Drag-Along Sale or a transaction that would constitute a Liquidity Event, no Shareholder shall assume all Transfer any Company Securities to a Company Competitor. (d) Until the rights and obligations under third anniversary of the date of this Agreement of(the “Lock-Up Period”), each Existing Shareholder hereby agrees that such Existing Shareholder shall not Transfer any of its Company Securities (other than any Series C Shares, Series C-1 Shares, Series C-2 Shares and Series D Shares, except Series C Shares, Series C-1 Shares, Series C-2 Shares and Series D Shares held by Management Shareholders) at any time other than Transfers (i) to the transferor thereofInvestors or Permitted Transferees, (ii) as a Participating Seller in a Tag-Along Sale, (iii) in a Drag-Along Sale, (iv) a transaction that would constitute a Liquidity Event. Following the Lock-Up Period, a Shareholder may not transfer its Company Securities, except in accordance and compliance with this Section 1, Section 2 and Section 3. (e) Notwithstanding anything to the contrary herein (including in Section 1.1(d) and Section 2), Management Shareholders may only Transfer their Company Securities (i) to Permitted Transferees, (ii) as a Participating Seller in a Tag-Along Sale, (iii) in Drag-Along Sale, (iv) in a transaction that would constitute a Liquidity Event or (v) as provided in Section 1.1(f). (f) Notwithstanding any other provision of this AgreementFollowing the Initial Public Offering, subject to Section 1.1(a) and applicable laws (including applicable securities laws), each Management Shareholder agrees that it will notmay Transfer Common Shares, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, but only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect extent that such Transfer may be effected without registration under would not result in the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets Relative Ownership Percentage of the Company or any Common Shares of its Subsidiaries to be deemed plan assets as defined under such Management Shareholder immediately following the United States Employee Retirement Income Security Act effective time of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on (the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii“Determination Time”) any non-de minimis adverse tax consequence to being less than the Company, any Subsidiary Relative Ownership Percentage of the Company, or any Shareholder or any of their Affiliates would result from such TransferCommon Shares owned by the Avista Investors immediately following the Determination Time. (g) Any Transfer Each Existing Shareholder agrees that, during the period of ninety (90) days (or, in the case of an underwritten offering, such lesser period as the managing underwriters may permit, it being understood that the Company shall request for the benefit of the Existing Shareholders that such managing underwriter act in good faith in determining whether to permit a shorter period) following the effective date of a registration statement of the Company filed under the Securities Act in connection with an underwritten offering (and, in the case of the initial public offering of the Company’s securities, one hundred eighty (180) days), which periods may be extended upon the request of the managing underwriter, to the extent required by any rules of the Financial Industry Regulatory Authority, Inc. or attempted Transfer any successor organization thereto, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of such lockup period (or, in the case of an underwritten offering, such lesser period as the managing underwriters may permit, it being understood that the Company shall request for the benefit of the Existing Shareholders that such managing underwriter act in good faith in determining whether to permit a shorter period), it shall not, if requested by such underwriter, sell or otherwise transfer or dispose of (other than to donees, Affiliates, partners or members who agree to be similarly bound) any Common Shares in violation or any securities of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Company convertible into Common Shares for all purposes held by it except Registrable Securities (as defined in that certain Second Amended and Restated Registration Rights Agreement dated as of March 24, 2017) included in such registration. Each Shareholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this AgreementSection 1.1(g) or that are necessary to give further effect thereto.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(c)3.01(b) or in accordance with the procedures described in Section 3.02 or Section 3.03, each Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)Stock. (b) Except as otherwise permitted or required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, 3.02 and Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: Stock: (i) to a Permitted Transferee, an Affiliate of such Shareholder; (ii) to the Company; (iii) to any Initial Shareholder; or (iv) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfercompliance with Section 2.03(b). (dc) In addition to any legends required by Applicable Law: (i) , each certificate (if any) representing the Common Shares Stock of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ SHAREHOLDERS AGREEMENT (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 SHAREHOLDERS’ SHAREHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ SHAREHOLDERS AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (ed) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted TransfereeTransfer described in Section 3.01(b)(i) or (iii)) of any Common SharesStock. Prior to consummation of any Transfer by any Shareholder of any of its Common SharesStock, such party shall cause the transferee thereof (other than the Company or a Shareholder) to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares Stock, in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (fe) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares Stock (i) except as permitted under the Securities Act and other applicable federal, federal or state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities lawsAct, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed “plan assets assets” as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such TransferAuthority. (gf) Any Transfer or attempted Transfer of any Common Shares Stock in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares Stock for all purposes of this Agreement.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(c)3.01(b) or in accordance with the procedures described in Section 3.02, Section 3.03 or Section 3.04, each Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)Stock. (b) Except as otherwise permitted or required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, 3.02 and Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: Stock: (i) to a Permitted Transferee, ; or (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfercompliance with Section 2.03(f). (dc) In addition to any legends required by Applicable Law: (i) , each certificate (if any) representing the Common Shares Stock of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ SHAREHOLDERS AGREEMENT (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 SHAREHOLDERS’ SHAREHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ SHAREHOLDERS AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (ed) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common SharesStock. Prior to consummation of any Transfer by any Shareholder of any of its Common SharesStock, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement joinder agreement in form and agree substance satisfactory to the Company and the non-transferring Shareholders, whereby such party agrees to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares Stock, in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof, to the extent relating to the Common Stock that has been so transferred. (fe) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares Stock (i) except as permitted under the Securities Act and other applicable federal, federal or state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities lawsAct, (ii) if it would cause the Company or any of its Subsidiaries subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such TransferAuthority. (gf) Any Transfer or attempted Transfer of any Common Shares Stock in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares Stock for all purposes of this Agreement.

General Restrictions on Transfer. (a) Except as permitted Each Shareholder understands and agrees that the Group Equity Securities held by it have not been registered under the Securities Act and are restricted securities under the Securities Act. No Shareholder shall Transfer any Group Equity Securities (or solicit any offers in respect of any Transfer of any Group Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to Section 3.01(c), each which such Group Equity Securities were issued. No Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily shall Transfer any Group Equity Securities if such Transfer would cause any class of its Common Shares prior Group Equity Securities to September 6be required to become subject to registration under the Exchange Act. (b) Notwithstanding anything in this Agreement to the contrary, 2018 until the second anniversary of the Closing Date (the “Lock-up Up Period”), each Shareholder hereby agrees that such Shareholder shall not Transfer any of its Group Equity Securities at any time other than Transfers to its Permitted Transferees in accordance with Section 4.03 and Transfers contemplated by Section 3.01, Section 3.02 and Section 5.02. Following the Lock-Up Period, a Shareholder may not transfer its Group Equity Securities, except in accordance and compliance with Article 4 and Article 5. (bc) Except as otherwise permitted or required Notwithstanding anything in this Agreement to the contrary, no Shareholder shall Transfer any Group Equity Securities to any Person (i) without, to the extent applicable, the prior consent of the BMA pursuant to the Exchange Control Xxx 0000 and its related regulations (“BMA Transfer Approval”) and such transferring Shareholder shall cooperate with the Company or Warner II, as applicable, and such entity’s Bermuda counsel in obtaining such consent, and (ii) other than in connection with the Transfer of Group Equity Securities to a transferee pursuant to Section 5.01 and Section 5.02, unless such transferee shall have agreed in writing to be bound by the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company executing a Joinder Agreement and (unless such transferee is already so bound) or otherwise agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereofapplicable to such Shareholder. (fd) Notwithstanding any other provision anything in this Agreement to the contrary, except in connection with a Drag-Along Sale or a Change of this AgreementControl transaction approved by the Sponsor Majority, each no Shareholder agrees that it will not, directly or indirectly, shall Transfer any of its Common Shares (i) except as permitted under the Group Equity Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the a Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such TransferCompetitor. (ge) Any Notwithstanding anything in this Agreement to the contrary, any attempt to Transfer or attempted Transfer of any Common Shares Group Equity Securities not in violation of compliance with this Agreement shall be null and voidvoid and have no force or effect, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) Company and/or Warner II, as the owner case may be, shall not, and shall cause any transfer agent not to, give any effect in such entity’s share records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of such Common Shares for all purposes of this Agreementthe Company and Warner II.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(c), each Shareholder (other than the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”). (b) Except as otherwise permitted or required pursuant expressly provided in this Section 2, a Restricted Stockholder may Transfer Common Stock only at such time as Brentwood is also selling Common Stock in a Sale Transaction and then only up to a number of shares of Common Stock (a “Transfer Amount”) equal to the terms product of this Agreement or (1) the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change aggregate number of Control or an Initial Public Offering (including, any Common Restricted Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company such Restricted Stockholder immediately prior to the Transfer. such Sale Transaction (d) In addition excluding for this purpose shares of Common Stock that are already transferable by such Restricted Stockholder as a result of one or more Transfer Amounts available to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares such Restricted Stockholder as a result of the Company shall bear application of the next occurring proviso below) multiplied by (2) a legend substantially in the following form (and if the Common Shares are not certificatedfraction, the Company’s ledger numerator of which is the aggregate number of shares of Common Stock being sold by Brentwood in such Sale Transaction and the denominator of which is the total number of shares of Common Stock held by Brentwood immediately prior to such Sale Transaction; provided that, if at the time of any Sale Transaction by Brentwood, a Restricted Stockholder chooses not to Transfer any Transfer Amount or is otherwise restricted from Transferring or not permitted to Transfer all or any portion of any Transfer Amount at such time, such Restricted Stockholder shall include a notation substantially in retain the following form omitting the reference right to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Transfer an aggregate number of shares of Common Shares of the Company issued under or Stock in connection with a Plan shall bear an additional legend substantially future Sale Transaction by Brentwood (in addition to any rights to Transfer Common Stock in accordance with this Section 2 in connection with such future Sale Transaction by Brentwood) equal to such prior Transfer Amount(s) not sold by such Restricted Stockholder. Upon the following form (and if such Common Shares are not certificatedwritten request from time to time of any Restricted Stockholder, the Company’s ledger Company shall include a notation substantially inform such Restricted Stockholder of the number of shares of Common Stock that such Restricted Stockholder may transfer in the following form omitting the reference reliance on this Section 2 subject to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions hereof. In the event of a conflict between the provisions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares Section 2(a) and the cutback provisions contained in accordance with the terms of this Registration Rights Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision provisions of this Agreement, each Shareholder Section 2(a) shall control and Brentwood agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if cutbacks requested by the Company, only upon delivery underwriters in a registered offering under the Registration Rights Agreement may be made on a non-pro rata basis as between the Restricted Stockholders and Brentwood to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that accommodate such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such TransferAmount(s). (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(cEach Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), each Shareholder (except in compliance with the Securities Act, any other than applicable securities or “blue sky” laws, and the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily restrictions on Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)contained in this Agreement. (b) Except No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as otherwise permitted of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner)MH Merger Agreement. (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) Any attempt to a Permitted TransfereeTransfer any Company Securities not in compliance with this Agreement shall be null and void, (ii) pursuant to a merger, consolidation or other business combination of and the Company with a Third Party Purchaser that has been approved shall not, and shall cause any transfer agent retained by it not to, give any effect in the Board, (iii) pursuant Company’s records to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the such purported Transfer. (dj) In addition Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company Stockholder shall bear a legend in substantially the form set forth below (in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference addition to a certificateany legend that may be required by applicable securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO A SHAREHOLDERS’ STOCKHOLDERS AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER ISSUER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT).” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement.

General Restrictions on Transfer. (a) Except as permitted Each Stockholder understands and agrees that the Company Equity Securities held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Stockholder shall Transfer any Company Equity Securities (or solicit any offers in respect of any Transfer of any Company Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to Section 3.01(c), each Shareholder (other than the Atrium Nominee) agrees that which such Shareholder will not, directly or indirectly, voluntarily or involuntarily Company Equity Securities were issued. No Stockholder shall Transfer any of its Common Shares prior Company Equity Securities if such Transfer would cause Company Equity Securities to September 6become subject to registration under the Exchange Act, 2018 (the “Lock-up Period”)except in connection with a Public Offering. (b) Except as otherwise permitted or required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Neither Wind Acquisition nor CVPS may Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: Company Equity Securities, except (i) to a Permitted TransfereeTransferee in accordance with Section 3.03, (ii) in a Transfer pursuant to or as permitted under Section 3.04, or (iii) in a Tag-Along Sale pursuant to Section 4.01, a Drag-Along Sale pursuant to Section 4.02 or a sale pursuant to a mergerBuy/Sell Offer provided pursuant to Section 4.05, consolidation or other business combination and, in respect of the Company with a Third Party Purchaser that has been approved by the Boardeach of clauses (i), (ii) and (iii) ), any such Transfer thereunder must be only at such time as permitted pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfersuch provisions. (dc) In addition Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company Person unless such transferee shall bear a legend substantially have agreed in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree writing to be bound by the terms and conditions of this AgreementAgreement by executing a Joinder Agreement in the form of Exhibit A attached hereto (unless such transferee is already so bound). (d) Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any Person (whether or not a Permitted Transferee) if such Transfer would result in an Adverse Regulatory Event. Upon No Stockholder shall take any action, and each Stockholder shall use commercially reasonable efforts to prevent any third-party action within its reasonable control, if such action would result in an Adverse Regulatory Event. Each Stockholder shall cooperate with any affected Stockholder, and shall use all commercially reasonable efforts, to remedy any Adverse Regulatory Event. Each Stockholder shall use commercially reasonable efforts not to acquire any interest in any, or become an electric utility or electric utility holding company if that would result in an Adverse QF Event. Unless otherwise required by law, no Stockholder will consummate any Transfer if, after reasonable inquiry into the circumstances of such transfer, including the regulatory status of the transferee, such Stockholder has knowledge that such Transfer would result in an Adverse QF Event. If any party breaches this Section 3.01(d), then the other parties shall be entitled to such relief at law or in equity as may be awarded by a court of competent jurisdiction. In connection with any Shareholder of any of its Common Shares in accordance with Transfer permitted by the terms of this Agreement, each Stockholder, at the transferee thereof shall request and expense of the transferring Stockholder, will use its commercially reasonable efforts to (i) make all appropriate filings and submissions with any Governmental Authority that may be substituted fornecessary, proper or advisable under applicable laws and shall assume regulations in respect of such Transfer and (ii) cooperate in all respects with the rights other Stockholders and obligations under the Company in connection with such filing or submission. (e) Notwithstanding anything in this Agreement ofto the contrary, the transferor thereofno Stockholder may Transfer any Company Equity Securities to any Company Competitor or any Affiliate of a Company Competitor unless such Transfer is in connection with a Drag-Along Sale or a CVPS Transaction. (f) Notwithstanding any other provision of anything else in this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery Agreement to the Company of an opinion of counsel in form and substance satisfactory to contrary, Wind Acquisition may not transfer the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer Class B Common Stock held by Wind Acquisition to any Person if (i) such Transfer would have except a material adverse effect on Permitted Transferee of Wind Acquisition without the Company as a result prior written consent of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such TransferCVPS in its sole discretion. (g) Any attempt to Transfer or attempted Transfer of any Common Shares Company Equity Securities not in violation of compliance with this Agreement shall be null and voidvoid and have no force or effect, no such Transfer and the Company shall be recorded on not, and shall cause any transfer agent not to, give any effect in the Company’s books stock records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the purported transferee in any such Transfer shall not be treated (and best interests of the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this AgreementCompany.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(cEach Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), each Shareholder (except in compliance with the Securities Act, any other than applicable securities or "blue sky" laws, and the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily restrictions on Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)contained in this Agreement. (b) Except No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as otherwise permitted of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective "LOCK-UP PERIOD" with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising "piggy-back" registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner)MH Merger Agreement. (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference Any attempt to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Company Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel not in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of compliance with this Agreement shall be null and void, no such Transfer and the Company shall be recorded on not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s books and the 's records to such purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this AgreementTransfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(cEach Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), each Shareholder (except in compliance with the Securities Act, any other than applicable securities or “blue sky” laws, and the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily restrictions on Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)contained in this Agreement. (b) Except No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as otherwise permitted of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner)MH Merger Agreement. (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved by the Board, (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference Any attempt to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Company Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel not in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of compliance with this Agreement shall be null and void, no such Transfer and the Company shall be recorded on not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s books and records to such purported Transfer. (j) Without limiting the purported transferee in other provisions of this Agreement, no Stockholder shall make or permit any such Transfer shall of its Company Securities indirectly through any means that would not be treated (and permitted directly, in order to avoid the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 3.01(cEach Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), each Shareholder (except in compliance with the Securities Act, any other than applicable securities or “blue sky” laws, and the Atrium Nominee) agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily restrictions on Transfer any of its Common Shares prior to September 6, 2018 (the “Lock-up Period”)contained in this Agreement. (b) Except No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as otherwise permitted of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of this Agreement or the Leaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner)MH Merger Agreement. (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares: (i) Any attempt to a Permitted TransfereeTransfer any Company Securities not in compliance with this Agreement shall be null and void, (ii) pursuant to a merger, consolidation or other business combination of and the Company with a Third Party Purchaser that has been approved shall not, and shall cause any transfer agent retained by it not to, give any effect in the Board, (iii) pursuant Company’s records to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the such purported Transfer. (dj) In addition Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any legends required by Applicable Law: (i) each certificate (if any) representing the Common Shares of the Company Stockholder shall bear a legend in substantially the form set forth below (in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference addition to a certificateany legend that may be required by applicable securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO A SHAREHOLDERS’ STOCKHOLDERS AGREEMENT (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 SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER ISSUER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT).” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. 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 NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement.