Common use of Limitations on Transfer Clause in Contracts

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

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

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

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

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer Notwithstanding any shares other provision of Common Stock or FS Warrants (collectivelythis Warrant Agreement, the "Restricted Securities") unless such Transfer complies with Warrants, and the provisions hereof and Common Shares issuable upon exercise thereof, have not been registered under the Securities Act and, accordingly, may not be resold or otherwise transferred within the United States or to, or for the account or benefit of, U.S. Persons (i) such Transfer is pursuant to as defined in Regulation S under the Securities Act), except as set forth in the following sentence. The Warrant Holders may not sell or transfer any Warrants in the absence of an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws pursuant to an available exemption from the registration requirements of the Securities Act. By accepting a Warrant (whether at initial issuance or (ii) pursuant to a Transfer thereof), the recipient thereof agrees (A) that, prior to the expiration of the applicable holding period pursuant to Rule 144 under the Securities Act, it will not resell or otherwise transfer such Securityholder shall have furnished Warrants except (1) to the Company or any Subsidiary thereof or (2) in accordance with a written an exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel in form and substance reasonably satisfactory to if the Company to or the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act Warrant Agent so requests), and (B) the Company shall be reasonably satisfied that no such registration is required because to inform any subsequent Warrant Holder of the availability limitations on Transfer set forth in this Section 2.06, and shall instruct and direct each such Warrant Holder to conform to the restrictions set forth herein and shall maintain any applicable legends in its books and records. Any attempted or purported Transfer of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each a portion of the Non-BLUM Parties may not Transfer any Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date to Persons other than Warrants held by a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities Warrant Holder in violation of the provisions of this Agreement, such purported Transfer will Section 2.06 shall be null and void and of no force or effect whatsoever, such purported transferee will not be treated as an owner of the Warrants for purposes of this Warrant Agreement or otherwise, and the Company Warrant Agent will not give effect register such Transfer in the Warrant Register. The Common Shares issuable in connection with the exercise of a Warrant shall be issued in accordance with Section 3.05(b) hereof. The Warrant Agent shall not be under any duty or responsibility to such Transferensure compliance by the Company, any Warrant Holder or any other Person with any applicable U.S. federal or state securities laws. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

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

Limitations on Transfer. (ai) Each Securityholder hereby agrees that it will notUntil the Lapse Date (the "LOCK-UP PERIOD"), directly except as required by law, no Employee Stockholder shall sell, contract to sell, give, assign, hypothecate, pledge (other than a pledge made in connection with a commercial loan), encumber, grant a security interest in, offer, sell any option or indirectlycontract to purchase, Transfer purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (whether by operation of law or otherwise but not including a transaction (x) pursuant to Section 2(b) or (y) involving the sale (including a sale by merger, consolidation or similar transaction) of all the then-outstanding shares of Common Stock or FS Warrants all or substantially all of the assets of the Company if such transaction is effected pursuant to the provisions of Section 5 or approved by the affirmative vote or written consent of the Stockholders owning a majority of the then-outstanding Shares of all Stockholders) any Shares (collectivelyincluding, without limitation, the entering into of any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Shares) (each a "Restricted SecuritiesTRANSFER") unless such Transfer complies or any direct right, title or interest therein or thereto without the prior written consent of the Stockholders owning at least a majority of the then-outstanding Shares. A transfer effected with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a prior written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because consent of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because Stockholders owning at least a majority of the availability then-outstanding Shares of exemptions from registration under all applicable state securities or Stockholders is hereafter referred to as a "blue sky" lawsMAJORITY TRANSFER. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and" (ii) BLUM After the Lock-Up Period, any Employee Stockholder may transfer all or a portion of its Shares in accordance with and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void including, without limitation, Sections 2(c), 3, 4 and of no effect and the Company will not give effect to such Transfer5. (diii) Each certificate representing Restricted Securities issued Any attempt to transfer any Shares or any rights thereunder in violation of this Section 2 shall be null and void ab initio. The Company shall not record on its stock transfer books or otherwise any transfer of Shares in violation of the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreementterms and conditions set forth herein, the "Legend"):including, but not limited to, Sections 2(c), 3, 4 and 5.

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

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with Subject to the provisions hereof of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished without any further action by the Company with (the “Forfeiture Restriction”). Upon the occurrence of such a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) forfeiture, the Company shall be reasonably satisfied that no such registration is required because become the legal and beneficial owner of the availability Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of exemptions from registration under all applicable state securities or "blue sky" lawsShares being forfeited by Employee. (b) During Subject to the Restricted Period, (i) Employee’s Continuous Service through each such date, 1/4th of the Shares shall be released from the Forfeiture Restriction on each of the Non-BLUM Parties may not Transfer first four anniversaries of the Issuance Date. In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any Restricted Securities other than (xsurviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) pursuant to Sections 2.3of the Plan, 2.4 or 2.5, and (y) the Forfeiture Restrictions shall continue with respect to the FS PartiesShares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Note Investor Parties and Shares may be released from the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date Forfeiture Restriction on an accelerated basis pursuant to Persons other than a Permitted Transferee Section 11(d) of the Securityholder making Plan, and, if applicable, the Transfer Change of Control Terms and Conditions between the Company and Employee dated as of , 20 (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company“Change of Control Agreement”); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any Any of the Securityholders Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any Restricted Securities in violation other means whether such disposition be voluntary or involuntary or by operation of the provisions of this Agreementlaw by judgment, such purported Transfer will levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and the Company will not give effect to such Transferfederal securities laws. (d) Each certificate representing Restricted Securities issued to the Securityholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"):

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

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

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notNo Stockholder shall be entitled to Transfer its shares of Common Stock at any time if such Transfer would: (i) violate the Securities Act, directly or indirectlyany state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or Common Stock; (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or (iii) be a “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. (b) In the event of a purported Transfer by a Stockholder of any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities issued to evidencing the Securityholders will shares of Common Stock shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF [___ ___], 2007, AS MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (d) In the event that the restrictive legend set forth in Section 3.1(c) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the Company may be advised upon request by counsel are required by law or necessary a Stockholder proposing to give full effect Transfer shares of Common Stock pursuant to any Transfer permitted under this Agreement, the "Legend"):Company shall provide such Stockholder, or its transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 3.1(c) shall cease and terminate upon the termination of this Article III).

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

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

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

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

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

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

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notNo Stockholder shall be entitled to Transfer its shares of Common Stock at any time if such Transfer would: (i) violate the Securities Act, directly or indirectlyany state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or Common Stock; (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or (iii) be a “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code. (b) In the event of a purported Transfer by a Stockholder of any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported Transfer by any of the Securityholders of any Restricted Securities in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities issued to evidencing the Securityholders will shares of Common Stock shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS’ AGREEMENT, DATED AS OF OCTOBER 16, 2007, AS MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (d) In the event that the restrictive legend set forth in Section 3.1(c) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the Company may be advised upon request by counsel are required by law or necessary a Stockholder proposing to give full effect Transfer shares of Common Stock pursuant to any Transfer permitted under this Agreement, the "Legend"):Company shall provide such Stockholder, or its transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 3.1(c) shall cease and terminate upon the termination of this Article III).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, No Shareholder shall be entitled to Transfer its Company Shares at any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless time if such Transfer complies with the provisions hereof and would: (i) such Transfer is pursuant to an effective registration statement under violate the Securities Act and has been registered under all applicable Act, or any state (or other jurisdiction) securities or "blue sky" “Blue Sky” laws applicable to the Company or the Company Shares; (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to cause the Company to become subject to the effect that no such registration is required because requirements of the availability U.S. Investment Company Act of an exemption 1940, as amended from registration time to time; or (iii) be a “prohibited transaction” under ERISA or the Securities Act and (B) Code or cause all or any portion of the assets of the Company shall be reasonably satisfied that no such registration is required because to constitute “plan assets” under ERISA or Section 4975 of the availability of exemptions from registration under all applicable state securities or "blue sky" laws.Code; or (b) During In addition, for such time as there is more than one Qualifying Shareholder, none of TPG, Bxxx or Goldman may Transfer any Company Shares if such transfer would result in TPG, Bxxx or Goldman, as the Restricted Period, case may be, individually having transferred in excess of 2% (ia “De Minimis Transfer”) each of the Nonoutstanding Company Shares in any 180-BLUM Parties may not Transfer any Restricted Securities day period except upon the prior written consent of at least one other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such TransferQualifying Shareholder. (c) In the event of any a purported Transfer by any of the Securityholders a Shareholder of any Restricted Securities Company Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued to evidencing the Securityholders will Company Shares shall bear a legend the following restrictive legend, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF [ ], 2006 COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to the following effect (be applicable, or upon request by a Shareholder proposing to Transfer Company Shares pursuant to a De Minimis Transfer or any other Transfer approved in accordance with such additions thereto or changes therein as Section 4.1(b), the Company may be advised by counsel are required by law shall provide such Shareholder, or necessary its transferees, at their request, without any expense to give full effect such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the first paragraph of the legend in Section 4.1(d) shall cease and terminate upon the termination of this Agreement, the "Legend"):Article IV).

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Common Stock or FS Warrants (collectively, Without the "Restricted Securities") unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) (A) such Securityholder shall have furnished the Company with a prior written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because consent of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" laws. (b) During the Restricted Period, (i) each of the Non-BLUM Parties Blackstone Representative, BACI may not Transfer any Restricted Securities other than Ordinary Shares prior to the earlier of (x) pursuant to Sections 2.3, 2.4 or 2.5, the fifth (5th) anniversary of the date hereof and (y) the six (6) month anniversary of the Initial Public Offering (or such shorter period as the underwriters for such Initial Public Offering shall require of either the Blackstone Entities or BACI) (the "INITIAL SHARE HOLDING PERIOD") other than (1) to a BACI Affiliate Transferee in accordance with respect the provisions of Section 2.2, (2) to one or more Blackstone Entities pursuant to Section 2.3, (3) as a Tagging Shareholder pursuant to Section 2.4, (4) as a Drag-Along Shareholder pursuant to Section 2.5 or (5) pursuant to the FS Parties, rights set forth in the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date Registration Rights Agreement. Without limiting BACI's rights to Persons other than transfer to a Permitted BACI Affiliate Transferee pursuant to clause (1) of the Securityholder making the Transfer (subject to prior compliance preceding sentence, in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any purported proposed Transfer by any BACI of all of the Securityholders Ordinary Shares held by BACI to a Transferee that is an institutional investor of any Restricted Securities national reputation and that executes a BACI Permitted Assign Agreement, which proposed Transfer is subject to the rights set forth in violation Section 2.3 below, such consent of the provisions of this AgreementBlackstone Representative shall not be unreasonably withheld or delayed. After the Initial Share Holding Period, such purported BACI may Transfer will be void its Ordinary Shares only in accordance with, and of no effect and the Company will not give effect to such Transfer. (d) Each certificate representing Restricted Securities issued subject to the Securityholders will bear a legend on the face thereof substantially applicable provisions of, this Article II or pursuant to the following effect rights set forth in the Registration Rights Agreement. Any Transferee of BACI prior to the six (with 6) month anniversary of the Initial Public Offering (or such additions thereto or changes therein shorter period as the Company may be advised by counsel are required by law underwriters for such Initial Public Offering shall require of either the Blackstone Entities or necessary to give full effect to this Agreement, the "Legend"):BACI) must qualify as a BACI Permitted Assign.

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

Limitations on Transfer. (a) Each Securityholder hereby agrees that it will notExcept as otherwise expressly provided in this Article 4, directly or indirectly, no Shareholder shall be entitled to Transfer any shares of Common Stock or FS Warrants (collectively, the "Restricted Securities") unless its Company Shares at any time if such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under would violate the Securities Act and has been registered under all applicable Act, or any state (or other jurisdiction) securities or "“blue sky" ” laws or (ii) (A) such Securityholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory applicable to the Company to or the effect that no such registration is required because applicable Transfer of the availability of an exemption from registration under the Securities Act and (B) the Company shall be reasonably satisfied that no such registration is required because of the availability of exemptions from registration under all applicable state securities or "blue sky" lawsShares. (b) During the Restricted Period, (i) each of the Non-BLUM Parties may not Transfer any Restricted Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y) with respect to the FS Parties, the Note Investor Parties and the Other Non-Management Parties only, Transfers after the Permitted Third Party Transfer Date to Persons other than a Permitted Transferee of the Securityholder making the Transfer (subject to prior compliance in full with Section 2.2 and such Persons executing and delivering Assumption Agreements to the Company); and (ii) BLUM and its Affiliates will not Transfer any Restricted Securities in a transaction subject to Section 2.4 unless Section 2.4 is complied with in full prior to such Transfer. (c) In the event of any a purported Transfer by any of the Securityholders a Shareholder of any Restricted Securities Company Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect effect, and the Company will not give effect to such Transfer. (dc) Each certificate representing Restricted Securities issued to evidencing the Securityholders will Company Shares held by a Shareholder shall bear a restrictive legend in substantially the following form, either as an endorsement or on the face thereof substantially thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS AGREEMENT, DATED AS OF [ ], 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. (d) In the event that the restrictive legend set forth in Section 4.01(c) has ceased to the following effect (with such additions thereto be applicable, or changes therein as the upon request by a Shareholder proposing to Transfer Company may be advised by counsel are required by law or necessary Shares pursuant to give full effect to any Transfer permitted under this Agreement, the "Legend"):Company shall promptly provide such Shareholder, or its Transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the legend set forth in Section 4.01(c) shall be inapplicable on the earlier of (i) the end of the Restricted Period and (ii) when Section 4.01 becomes inapplicable with respect to the applicable Shareholder).

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