0000895345-11-000193 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • May 23rd, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Amendment No. 1 to Amended and Restated Shareholders Agreement (this “Amendment”), dated as of May 18, 2011, by and among the investors listed under the heading “THL Investors” on the signature pages hereto (the “THL Investors”) and the investors listed under the heading “GS Investors” on the signature pages hereto (the “GS Investors” and, together with the THL Investors, the “Investors”). The Investors are sometimes referred to herein collectively as the “Parties.”

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