Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

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

General Restrictions on Transfer. (a) Each Stockholder Shareholder understands and agrees that the Company Securities held by it on the date hereof may have not have been registered under the Securities Act and may be are restricted securities under the Securities ActAct and the rules and regulations promulgated thereunder. Each Stockholder Shareholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, laws and the any restrictions on Transfer contained in this AgreementAgreement and in, if applicable, the terms of any Management Incentive Plan. No Shareholder shall Transfer any Company Securities to any Person if such Transfer would, in the Board’s good faith determination, result in adverse regulatory consequences to the Company, including, without limitation, obligations of the Company to file periodic reports with the Commission under the Exchange Act. (b) No Stockholder shall TransferNotwithstanding anything in this Agreement to the contrary (including any rights afforded to a Minority Holder pursuant to Article 5): (i) from the date hereof until the earlier of (a) the one year anniversary of the date hereof and (b) an Initial Public Offering (such earlier date, other the “Change Date”), no Shareholder may Transfer any of its Company Securities, except (A) to a Permitted Transferee in accordance with Section 3.3, (B) the DCP Investor may Transfer all (but not less than all) of its Company Securities so long as it exercises its rights under a Drag-Along Sale pursuant to Section 3.043.5 in compliance with the terms thereof, any (C) in the case of the Other Holders, in a Transfer of Company Securities acquired by such Stockholder from in a Drag-Along Sale described in Section 3.1(b)(i)(B) (in compliance with the terms thereof) or (D) to another Shareholder or the Company pursuant to an indemnification claim under the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH 2011 Merger Agreement. (iii) Any attempt if an Initial Public Offering does not occur on or prior to the one year anniversary of the date hereof, then from the Change Date until an Initial Public Offering, no Minority Holder may Transfer any of its Company Securities, except (A) to a Permitted Transferee in accordance with Section 3.3, (B) in a Transfer of Company Securities not in a Tag-Along Sale or Drag-Along Sale pursuant to Sections 3.4 or 3.5 (in each case, in compliance with this Agreement shall be null and void, and the terms thereof) or (C) to another Shareholder or the Company shall notpursuant to an indemnification claim under the 2011 Merger Agreement. Notwithstanding anything to the contrary, and shall cause any transfer agent retained by it not tofrom the Change Date until the Initial Public Offering (if such period exists), give any effect no Shareholder may Transfer Company Securities to a Company Competitor without the approval of the Board except in connection with the sale of the Company’s records to such purported Transfer. (jiii) Without limiting the other provisions of this Agreementfollowing an Initial Public Offering, and subject to Section 3.1(a), no Stockholder shall make or permit Minority Holder may Transfer any Transfer of its Company Securities indirectly through Securities, except (A) to a Permitted Transferee in accordance with Section 3.3 and (B) shares of Common Stock, other than any means that would not be permitted directly, in order unvested shares of Common Stock issued or granted pursuant to avoid the provisions Management Incentive Plan (such shares of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend Common Stock that may be required Transferred, “Unrestricted Securities”), but only to the extent such Transfer would not result in the Relative Ownership Percentage (as defined below) of the Unrestricted Securities owned by applicable securities laws):such Minority Holder immediately following the effective time of such Transfer (the “Determination Time”) being less than the aggregate Relative Ownership Percentage of the Company Securities owned by the DCP Investor immediately following the Determination Time; provided, however, that this Section 3.1(b)(iii) will not apply to the Golden Gate Investor and any other 2011 Rollover Holder. For purposes of this Section 3.1(b)(iii), “Relative Ownership Percentage” means:

General Restrictions on Transfer. (a) Each Stockholder understands and Except as permitted pursuant to Section 3.01(b) or in accordance with the procedures described in Section 3.02 or Section 3.03, each Shareholder agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Stock. (b) The provisions of Section 3.01(a), Section 3.02 and Section 3.03 shall not apply to any of the following Transfers by any Shareholder of any of its Common Stock: (i) to an Affiliate of such Shareholder; (ii) to the Company; (iii) to any Initial Shareholder; or (iv) pursuant to a merger, consolidation or other business combination of the Company Securities held that has been approved in compliance with Section 2.03(b). (c) In addition to any legends required by Applicable Law, each certificate representing the Common Stock of the Company shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT.” (d) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not a Transfer described in Section 3.01(b)(i) or (iii)) of any Common Stock. Prior to consummation of any Transfer by any Shareholder of any of its Common Stock, such party shall cause the transferee thereof (other than the Company or a Shareholder) to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Stock, in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (e) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it on the date hereof may not have been registered will not, directly or indirectly, Transfer any of its Common Stock (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be restricted securities effected without registration under the Securities Act, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed “plan assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. Each Stockholder agrees that it shall not In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company Securities (or solicit any offers in respect as a result of any Transfer of regulatory or other restrictions imposed by any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisitionGovernmental Authority. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, Any Transfer or attempted Transfer of any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion in violation of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company no such Transfer shall not, and shall cause any transfer agent retained by it not to, give any effect in be recorded on the Company’s records to books and the purported transferee in any such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder Transfer shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid treated (and the provisions purported transferor shall continue be treated) as the owner of such Common Stock for all purposes of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that Except for Permitted Transfers or in accordance with the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each procedures described in Section 3.02, Section 3.03, Section 3.04, Section 3.06 or Section 3.07, each Stockholder agrees that it shall not will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Company Securities (Shares. Any Company Shares transferred to a Third Party Purchaser pursuant to Section 3.02, Section 3.03, Section 3.04, Section 3.06 or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in Section 3.07 shall cease to be subject to this Agreement. (b) No In addition to any legends required by Applicable Law and any legends set forth in the Organizational Documents, any certificate representing the Company Shares held by a Stockholder shall Transferbear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE COMPANY). NO TRANSFER, other than pursuant to Section 3.04SALE, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger AgreementASSIGNMENT, until after 180 days following the closing date of such acquisitionPLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.” (c) No Each Stockholder shall Transfer, other than pursuant give notice to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant and the other Stockholders prior to any proposed Transfer (whether or not a Permitted Transfer) of any of its Company Shares. In connection with the consummation of any Transfer by a Stockholder of any of its Company Shares (including by operation of law) to a Permitted Transferee, such Permitted Transferee shall be required to execute and deliver to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange thereforCompany and each other Stockholder, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary a Joinder Agreement; it being understood that such Permitted Transferee shall automatically be deemed to be a party to, and shall be bound by, all of the closing terms and conditions of the acquisition of this Agreement, whether or not such Preferred Shares pursuant to the Securities Purchase Permitted Transferee has executed and delivered a Joinder Agreement. (d) No Stockholder shall TransferNotwithstanding any other provision of this Agreement, other than pursuant but subject to Section 3.044.04(b), each Stockholder agrees that it will not, directly or indirectly, Transfer any Preferred of its Company Shares acquired (i) if it would cause a violation of the Securities Act or other applicable federal or state securities laws (it being understood that, upon request by such Stockholder from the Company, there must be delivered to the Company pursuant an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Purchase Agreement dated as of May 7Act), 2007 among (ii) if it would cause the Company and certain or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended or (iii) if it would cause the assets of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (Company or any shares of Series B Preferred Stock its Subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or NVC Shares issued its accompanying regulations or result in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after “prohibited transaction” thereunder involving the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase AgreementCompany. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Any Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion attempted Transfer of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights Company Shares in violation of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company no such Transfer shall not, and shall cause any transfer agent retained by it not to, give any effect in be recorded on the Company’s records to books and the purported transferee in any such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder Transfer shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid treated (and the provisions purported transferor shall continue be treated) as the owner of the Company Shares for all purposes of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and Except as permitted pursuant to Section 3.01(b), each Shareholder agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Shares prior to the fifth anniversary of the effectiveness of the amalgamation of a subsidiary of the Company Securities held with Torus (the “Lock-up Period”). (b) The provisions of Section 3.01(a), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares (i) to a Permitted Transferee or (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved in compliance with Section 2.02(e). (c) In addition to any legends required by Applicable Law, each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (d) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares, in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (e) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it on the date hereof may not have been registered will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be restricted securities effected without registration under the Securities Act. Each Stockholder agrees that it shall not Transfer Act or any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable foreign securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (bii) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from if it would cause the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange thereforits Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any shares comparable foreign law, or (iii) if it would cause the assets of Common Stock the Company or NVC Shares issued upon conversion any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any thereofregulatory or other restrictions imposed by any Governmental Authority or (ii) until after any non-de minimis adverse tax consequence to the first anniversary Company, any Subsidiary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange thereforCompany, or any shares Shareholder or any of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of their Affiliates would result from such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Any Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion attempted Transfer of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights Common Shares in violation of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company no such Transfer shall not, and shall cause any transfer agent retained by it not to, give any effect in be recorded on the Company’s records to books and the purported transferee in any such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder Transfer shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid treated (and the provisions purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held Except as permitted by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it Section 2.02, DP Sponsor shall not Transfer any Company Securities shares of Common Stock beneficially owned or owned of record by it until the earlier of: (i) the date that is one (1) year from the Closing or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with (ii) the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this AgreementRelease Date. (b) No Stockholder Except as permitted by Section 2.02, none of General Motors, Workhorse Group Inc. or BGL shall Transfer, other than pursuant to Section 3.04, Transfer any Company Securities acquired shares of Common Stock beneficially owned or owned of record by such Stockholder it until the date that is six (6) months from the Company pursuant to Closing. (each of the MH Merger Agreementperiods described in clauses (a) and (b), until after 180 days following the closing date of such acquisitiona “Key Stockholder Lockup Period”). (c) No Except as permitted by Section 2.02, the Majority Stockholder shall not Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or : i. any shares of Common Stock beneficially owned or NVC Shares issued upon conversion owned of any thereofrecord by the Majority Stockholder until the date that is one (1) until after year from the first anniversary Closing; and ii. more than fifty percent (50%) of the closing shares of Common Stock beneficially owned or owned of record by the Majority Stockholder as of the acquisition date of this Agreement, until the date that is two (2) years from the Closing (each of (i)-(ii), a “Majority Stockholder Lockup Period” and, together with the Key Stockholder Lockup Periods, the “Lockup Periods”)); provided, that the Majority Stockholder shall not, at any time, Transfer any shares of Common Stock if, immediately following such Preferred Shares Transfer, the Majority Stockholder would be the beneficial owner and owner of record of fewer than the number of shares that would be required to satisfy any outstanding indemnification claim made by Parent pursuant to the Securities Purchase Merger Agreement. (d) No Following the expiration of a Lockup Period, the Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by whom such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as Lockup Period previously applied may sell such number of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereofBGL Warrants that are no longer subject to the Lockup Period without restriction under this Agreement, other than the restriction set forth in Section 2.03(c) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreementbelow. (e) No Prior to the expiration of each Lockup Period applicable to a Stockholder, such Stockholder shall Transfermay not assign or delegate such Stockholder’s rights, other than duties or obligations under this Agreement, in whole or in part, except in connection with such Transfer of Common Stock or BGL Warrants pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition2.02. (f) The 180-day period referred to in provisions of this Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect 2.01 shall not apply to the respective Company Securities to which BlackRock Entities (it being acknowledged and agreed that such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, BlackRock Entities shall be remain subject to the rights of first offer and tag-along rights as set forth lockup provisions contained in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(btheir respective BlackRock Subscription Agreements), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and Except as permitted pursuant to Section 3.01(b), each Shareholder agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of its Common Shares prior to the fifth anniversary of the earlier of the closing of the Company’s acquisition of Arden Re and the closing of the Company’s acquisition of Atrium (the “Lock-up Period”). (b) The provisions of Section 3.01(a), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares (i) to a Permitted Transferee or (ii) pursuant to a merger, consolidation or other business combination of the Company Securities held with a Third Party Purchaser that has been approved in compliance with Section 2.02(e). (c) In addition to any legends required by Applicable Law, each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (d) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares, in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (e) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it on the date hereof may not have been registered will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be restricted securities effected without registration under the Securities Act. Each Stockholder agrees that it shall not Transfer Act or any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable foreign securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (bii) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from if it would cause the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange thereforits Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any shares comparable foreign law, or (iii) if it would cause the assets of Common Stock the Company or NVC Shares issued upon conversion any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any thereofregulatory or other restrictions imposed by any Governmental Authority or (ii) until after any non-de minimis adverse tax consequence to the first anniversary Company, any Subsidiary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange thereforCompany, or any shares Shareholder or any of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of their Affiliates would result from such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Any Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion attempted Transfer of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights Common Shares in violation of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company no such Transfer shall not, and shall cause any transfer agent retained by it not to, give any effect in be recorded on the Company’s records to books and the purported transferee in any such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder Transfer shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid treated (and the provisions purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder Shareholder understands and agrees that the Company Securities held by it on the date hereof may have not have been registered under the Securities Act and may be are restricted securities under the Securities Act. Each Stockholder agrees that it No Shareholder shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, laws and the any restrictions on Transfer contained in this AgreementAgreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Securities were issued. No Shareholder shall Transfer any Company Securities if such Transfer would cause any class of Company Securities to be required to become subject to registration under the Exchange Act. (b) No Stockholder Each Shareholder hereby agrees that such Shareholder shall Transfer, not Transfer any of its Company Securities at any time other than pursuant to a Transfer in accordance with Section 3.041, Section 2 and Section 3. Any Transfer of Company Securities, other than according to the terms of this Agreement, shall be void and transfer no right, title or interest in or to any of such Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following purported transferee. The parties hereto acknowledge that the closing date transfer restrictions contained herein are reasonable and in the best interests of such acquisitionthe Company. (c) No Stockholder Except in connection with a Drag-Along Sale or a transaction that would constitute a Liquidity Event, no Shareholder shall Transfer, other than pursuant Transfer any Company Securities to Section 3.04, any Preferred Shares acquired by such Stockholder from the a Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase AgreementCompetitor. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from Until the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first third anniversary of the closing date of this Agreement (the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect ”), each Existing Shareholder hereby agrees that such Existing Shareholder shall not Transfer any of its Company Securities (other than any Series C Shares, Series C-1 Shares, Series C-2 Shares and Series D Shares, except Series C Shares, Series C-1 Shares, Series C-2 Shares and Series D Shares held by Management Shareholders) at any time other than Transfers (i) to the respective Company Securities to which such periods relate under such SectionsInvestors or Permitted Transferees, (ii) as a Participating Seller in a Tag-Along Sale, (iii) in a Drag-Along Sale, (iv) a transaction that would constitute a Liquidity Event. After Following the applicable Lock-Up Period, a Shareholder may not transfer its Company Securities, except in accordance and compliance with respect to the Company Securities referred to in Sections 3.01(b)this Section 1, 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 2 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock3. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (he) Notwithstanding anything to the contrary herein (including in Section 3.01(b1.1(d) and Section 2), a Stockholder will not be prohibited under Section 3.01(b) from: Management Shareholders may only Transfer their Company Securities (i) exercising “piggyto Permitted Transferees, (ii) as a Participating Seller in a Tag-back” registration rights underAlong Sale, and (iii) in Drag-Along Sale, (iv) in a transaction that would constitute a Liquidity Event or (v) as provided in Section 1.1(f). (f) Following the Initial Public Offering, subject to Section 1.1(a) and applicable laws (including applicable securities laws), each Management Shareholder may Transfer Common Shares, but only to the provisions ofextent that such Transfer would not result in the Relative Ownership Percentage of the Common Shares of such Management Shareholder immediately following the effective time of such Transfer (the “Determination Time”) being less than the Relative Ownership Percentage of the Common Shares owned by the Avista Investors immediately following the Determination Time. (g) Each Existing Shareholder agrees that, during the period of ninety (90) days (or, in the case of an underwritten offering, such lesser period as the managing underwriters may permit, it being understood that the Company shall request for the benefit of the Existing Shareholders that such managing underwriter act in good faith in determining whether to permit a shorter period) following the effective date of a registration statement of the Company filed under the Securities Act in connection with an underwritten offering (and, in the case of the initial public offering of the Company’s securities, one hundred eighty (180) days), which periods may be extended upon the request of the managing underwriter, to the extent required by any rules of the Financial Industry Regulatory Authority, Inc. or any successor organization thereto, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of such lockup period (or, in the case of an underwritten offering, such lesser period as the managing underwriters may permit, it being understood that the Company shall request for the benefit of the Existing Shareholders that such managing underwriter act in good faith in determining whether to permit a shorter period), it shall not, if requested by such underwriter, sell or otherwise transfer or dispose of (other than to donees, Affiliates, partners or members who agree to be similarly bound) any Common Shares or any securities of the Company convertible into Common Shares held by it except Registrable Securities (as defined in that certain Second Amended and Restated Registration Rights Agreement with respect dated as of March 24, 2017) included in such registration. Each Shareholder further agrees to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated execute such agreements as may be reasonably requested by the Company or a Company stockholder exercising demand underwriters in connection with such registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance that are consistent with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, Section 1.1(g) or that are necessary to give any further effect in the Company’s records to such purported Transferthereto. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and Except as permitted pursuant to Section 3.01(c), each Shareholder (other than the Atrium Nominee) agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any Company Securities of its Common Shares prior to September 6, 2018 (or solicit any offers in respect of any Transfer of any Company Securitiesthe “Lock-up Period”), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (Except as otherwise permitted or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of this Agreement or the MH Merger AgreementLeaver Sale Provisions, the Atrium Nominee agrees that it will not, directly or indirectly, voluntary or involuntarily Transfer any Common Shares prior to a Change of Control or an Initial Public Offering (including, any Common Shares held by the Atrium Nominee on behalf of a Beneficial Owner). (c) The provisions of Section 3.01(a), Section 3.01(b), Section 3.02, Section 3.03 and Section 3.04 shall not apply to any of the following Transfers by any Shareholder of any of its Common Shares (i) to a Permitted Transferee, (ii) pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved in compliance with Section 2.02(e) (iii) pursuant to a scheme approved by the Board for the return of income or capital to Shareholders or (iv) which is otherwise approved in writing by Shareholders holding not less than two-thirds of the issued and outstanding Common Shares of the Company immediately prior to the Transfer. (d) In addition to any legends required by Applicable Law: (i) Any attempt each certificate (if any) representing the Common Shares of the Company shall bear a legend substantially in the following form (and if the Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.” (ii) each certificate (if any) representing the Common Shares of the Company issued under or in connection with a Plan shall bear an additional legend substantially in the following form (and if such Common Shares are not certificated, the Company’s ledger shall include a notation substantially in the following form omitting the reference to a certificate): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY THE LEGAL OWNER SUBJECT TO A NOMINEE AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). THE BENEFICIAL OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT THE SAME ENTITY AS THE LEGAL OWNER. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH NOMINEE AGREEMENT.” (e) Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any Common Shares. Prior to consummation of any Transfer by any Shareholder of any of its Common Shares, such party shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Common Shares, in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (f) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Common Shares (i) except as permitted under the Securities Act and other applicable federal, state or foreign securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities not Act or any applicable foreign securities laws, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the United States Investment Company Act of 1940, as amended, or any comparable foreign law, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the United States Employee Retirement Income Security Act of 1974 or its accompanying regulations or any comparable foreign law or result in compliance with any “prohibited transaction” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if (i) such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or (ii) any non-de minimis adverse tax consequence to the Company, any Subsidiary of the Company, or any Shareholder or any of their Affiliates would result from such Transfer. (g) Any Transfer or attempted Transfer of any Common Shares in violation of this Agreement shall be null and void, and the Company no such Transfer shall not, and shall cause any transfer agent retained by it not to, give any effect in be recorded on the Company’s records to books and the purported transferee in any such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder Transfer shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid treated (and the provisions purported transferor shall continue be treated) as the owner of such Common Shares for all purposes of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary contained in Section 3.01(b)this Agreement, no Transfer of shares of Capital Stock by a Stockholder will or issuance of shares of Capital Stock by the Corporation shall be made if such Transfer or issuance is to a Person who is (A) a Competitor of the Corporation or any subsidiary thereof, (B) a customer of the Corporation or any subsidiary, or (C) a rare earth trading house; provided, that the Corporation and the Stockholders agree that Traxys’ business operations as they exist as of the date hereof shall not be prohibited under deemed competitive with the Corporation or any subsidiary. Subject to this Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b8(a) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring remainder of this Section 8, Stockholders may Transfer shares of Common Capital Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreementtheir Specified Transferees. (ib) Any attempt Notwithstanding anything to the contrary contained in this Agreement, no Transfer any Company Securities not in compliance with this Agreement of shares of Capital Stock by a Stockholder or issuance of shares of Capital Stock by the Corporation shall be null and voidmade if such Transfer or issuance (A) would violate any state or federal securities laws, and (B) would require the Corporation to register as an investment company under the Investment Company shall notAct, and shall cause (C) would require the Corporation to register as an investment adviser under state or federal securities laws, or (D) other than in connection with the Initial Public Offering, would require the Corporation to register any transfer agent retained by it not to, give any effect in of its securities under Section 12 of the Company’s records to such purported TransferExchange Act. (jc) Without limiting Notwithstanding anything to the other provisions of contrary contained in this Agreement, no Stockholder shall make or permit may Transfer any Transfer shares of its Company Securities indirectly through any means Capital Stock to a transferee as permitted by this Agreement (a “Permitted Transferee”), unless such Permitted Transferee (other than a Permitted Transferee that would not be permitted directly, purchases shares of Capital Stock in order connection with a compelled sale pursuant to avoid the provisions of this Agreement. (kSection 6) Each certificate for Company Securities issued agrees to any Stockholder shall bear execute a legend Joinder Agreement in substantially the form set forth below attached hereto as Exhibit A. (in addition to any legend that d) Additional shares of Capital Stock may be required issued to Persons other than members of a Stockholder Group only if approved by applicable securities laws):the Stockholders as a Super-Majority Action pursuant to Section 10(b)(v).

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Equity Securities held by it on the date hereof may have not have been registered under the Securities Act and may be are restricted securities under the Securities Act. Each No Stockholder agrees that it shall not Transfer any Company Equity Securities (or solicit any offers in respect of any Transfer of any Company Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, laws and the any restrictions on Transfer contained in this AgreementAgreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Equity Securities were issued. No Stockholder shall Transfer any Company Equity Securities if such Transfer would cause Company Equity Securities to become subject to registration under the Exchange Act, except in connection with a Public Offering. (b) No Stockholder shall TransferNeither Wind Acquisition nor CVPS may Transfer any of its Company Equity Securities, other than except (i) to a Permitted Transferee in accordance with Section 3.03, (ii) in a Transfer pursuant to or as permitted under Section 3.04, or (iii) in a Tag-Along Sale pursuant to Section 3.044.01, a Drag-Along Sale pursuant to Section 4.02 or a sale pursuant to a Buy/Sell Offer provided pursuant to Section 4.05, and, in respect of each of clauses (i), (ii) and (iii), any Company Securities acquired by such Stockholder from the Company Transfer thereunder must be only at such time as permitted pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisitionprovisions. (c) No Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer, other than pursuant Transfer any Company Equity Securities to Section 3.04, any Preferred Shares acquired Person unless such transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of Exhibit A attached hereto (unless such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreementtransferee is already so bound). (d) Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any Person (whether or not a Permitted Transferee) if such Transfer would result in an Adverse Regulatory Event. No Stockholder shall Transfertake any action, other than pursuant and each Stockholder shall use commercially reasonable efforts to Section 3.04prevent any third-party action within its reasonable control, if such action would result in an Adverse Regulatory Event. Each Stockholder shall cooperate with any Preferred Shares acquired affected Stockholder, and shall use all commercially reasonable efforts, to remedy any Adverse Regulatory Event. Each Stockholder shall use commercially reasonable efforts not to acquire any interest in any, or become an electric utility or electric utility holding company if that would result in an Adverse QF Event. Unless otherwise required by law, no Stockholder will consummate any Transfer if, after reasonable inquiry into the circumstances of such transfer, including the regulatory status of the transferee, such Stockholder from has knowledge that such Transfer would result in an Adverse QF Event. If any party breaches this Section 3.01(d), then the other parties shall be entitled to such relief at law or in equity as may be awarded by a court of competent jurisdiction. In connection with any Transfer permitted by the terms of this Agreement, each Stockholder, at the request and expense of the transferring Stockholder, will use its commercially reasonable efforts to (i) make all appropriate filings and submissions with any Governmental Authority that may be necessary, proper or advisable under applicable laws and regulations in respect of such Transfer and (ii) cooperate in all respects with the other Stockholders and the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (in connection with such filing or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreementsubmission. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant Notwithstanding anything in this Agreement to the Share Purchase Agreementcontrary, dated as no Stockholder may Transfer any Company Equity Securities to any Company Competitor or any Affiliate of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of a Company Competitor unless such acquisitionTransfer is in connection with a Drag-Along Sale or a CVPS Transaction. (f) The 180-day period referred to Notwithstanding anything else in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect this Agreement to the respective Company Securities to which such periods relate under such Sections. After contrary, Wind Acquisition may not transfer the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series Class B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion held by Wind Acquisition to any Person except a Permitted Transferee of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to Wind Acquisition without the rights prior written consent of first offer and tag-along rights as set forth CVPS in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stockits sole discretion. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Equity Securities not in compliance with this Agreement shall be null and voidvoid and have no force or effect, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s stock records to such purported attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained Except as otherwise expressly provided in this Agreement. (b) No Section 2, a Restricted Stockholder shall Transfer, other than pursuant may Transfer Common Stock only at such time as Brentwood is also selling Common Stock in a Sale Transaction and then only up to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date a number of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof(a “Transfer Amount”) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant equal to the Securities Purchase Agreement. product of (d1) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred the aggregate number of Restricted Shares acquired held by such Restricted Stockholder from the Company pursuant immediately prior to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares such Sale Transaction (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any excluding for this purpose shares of Common Stock that are already transferable by such Restricted Stockholder as a result of one or NVC Shares issued upon conversion of any thereof) until after the first anniversary more Transfer Amounts available to such Restricted Stockholder as a result of the closing application of the acquisition next occurring proviso below) multiplied by (2) a fraction, the numerator of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any which is the aggregate number of shares of Common Stock acquired being sold by Brentwood in such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), Sale Transaction and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as denominator of which is the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder total number of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion held by Brentwood immediately prior to such Sale Transaction; provided that, if at the time of any thereof)Sale Transaction by Brentwood, other than Transfers pursuant a Restricted Stockholder chooses not to Section 3.04 Transfer any Transfer Amount or Exempt Transfersis otherwise restricted from Transferring or not permitted to Transfer all or any portion of any Transfer Amount at such time, such Restricted Stockholder shall be subject retain the right to the rights Transfer an aggregate number of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), connection with a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated future Sale Transaction by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below Brentwood (in addition to any legend rights to Transfer Common Stock in accordance with this Section 2 in connection with such future Sale Transaction by Brentwood) equal to such prior Transfer Amount(s) not sold by such Restricted Stockholder. Upon the written request from time to time of any Restricted Stockholder, the Company shall inform such Restricted Stockholder of the number of shares of Common Stock that such Restricted Stockholder may transfer in reliance on this Section 2 subject to the terms and conditions hereof. In the event of a conflict between the provisions of this Section 2(a) and the cutback provisions contained in the Registration Rights Agreement, the provisions of this Section 2(a) shall control and Brentwood agrees that the cutbacks requested by the underwriters in a registered offering under the Registration Rights Agreement may be required by applicable securities laws):made on a non-pro rata basis as between the Restricted Stockholders and Brentwood to accommodate such Transfer Amount(s).

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE ISSUER OF THIS CERTIFICATE).

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE ISSUER OF THIS CERTIFICATE).

General Restrictions on Transfer. (a) Each Stockholder Shareholder understands and agrees that the Company Group Equity Securities held by it on the date hereof may have not have been registered under the Securities Act and may be are restricted securities under the Securities Act. Each Stockholder agrees that it No Shareholder shall not Transfer any Company Group Equity Securities (or solicit any offers in respect of any Transfer of any Company Group Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, laws and the any restrictions on Transfer contained in this AgreementAgreement or any other provisions set forth in any other agreements or instruments pursuant to which such Group Equity Securities were issued. No Shareholder shall Transfer any Group Equity Securities if such Transfer would cause any class of Group Equity Securities to be required to become subject to registration under the Exchange Act. (b) No Stockholder Notwithstanding anything in this Agreement to the contrary, until the second anniversary of the Closing Date (the “Lock-Up Period”), each Shareholder hereby agrees that such Shareholder shall Transfer, not Transfer any of its Group Equity Securities at any time other than pursuant Transfers to its Permitted Transferees in accordance with Section 3.044.03 and Transfers contemplated by Section 3.01, any Company Securities acquired by such Stockholder from Section 3.02 and Section 5.02. Following the Company pursuant to the MH Merger AgreementLock-Up Period, until after 180 days following the closing date of such acquisitiona Shareholder may not transfer its Group Equity Securities, except in accordance and compliance with Article 4 and Article 5. (c) No Stockholder Notwithstanding anything in this Agreement to the contrary, no Shareholder shall TransferTransfer any Group Equity Securities to any Person (i) without, to the extent applicable, the prior consent of the BMA pursuant to the Exchange Control ▇▇▇ ▇▇▇▇ and its related regulations (“BMA Transfer Approval”) and such transferring Shareholder shall cooperate with the Company or Warner II, as applicable, and such entity’s Bermuda counsel in obtaining such consent, and (ii) other than in connection with the Transfer of Group Equity Securities to a transferee pursuant to Section 3.045.01 and Section 5.02, any Preferred Shares acquired unless such transferee shall have agreed in writing to be bound by such Stockholder from the Company pursuant to the Securities Purchase terms of this Agreement by executing a Joinder Agreement (unless such transferee is already so bound) or any shares otherwise agree to be bound by the terms of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of this Agreement applicable to such Preferred Shares pursuant to the Securities Purchase AgreementShareholder. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant Notwithstanding anything in this Agreement to the contrary, except in connection with a Drag-Along Sale or a Change of Control transaction approved by the Sponsor Majority, no Shareholder shall Transfer any Group Equity Securities Purchase Agreement dated as of May 7, 2007 among the to a Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase AgreementCompetitor. (e) No Stockholder shall Transfer, other than pursuant Notwithstanding anything in this Agreement to Section 3.04the contrary, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock-Up Period” with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “piggy-back” registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Group Equity Securities not in compliance with this Agreement shall be null and voidvoid and have no force or effect, and the Company and/or Warner II, as the case may be, shall not, and shall cause any transfer agent retained by it not to, give any effect in the Companysuch entity’s share records to such purported attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company and Warner II. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “"blue sky” " laws, and the restrictions on Transfer contained in this Agreement. (b) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Company Securities acquired by such Stockholder from the Company pursuant to the MH Merger Agreement, until after 180 days following the closing date of such acquisition. (c) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to the Securities Purchase Agreement. (d) No Stockholder shall Transfer, other than pursuant to Section 3.04, any Preferred Shares acquired by such Stockholder from the Company pursuant to the Securities Purchase Agreement dated as of May 7, 2007 among the Company and certain of the entities comprising the Investors relating to an aggregate of 50,000 Preferred Shares (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof) until after the first anniversary of the closing of the acquisition of such Preferred Shares pursuant to such Purchase Agreement. (e) No Stockholder shall Transfer, other than pursuant to Section 3.04, any shares of Common Stock acquired by such Stockholder from Capital Z pursuant to the Share Purchase Agreement, dated as of May 7, 2007, among certain of the entities comprising the Investors, until after the first anniversary of the closing of such acquisition. (f) The 180-day period referred to in Section 3.01(b), and the respective one-year periods referred to in Sections 3.01(c), 3.01(d) and 3.01(e), respectively, are each herein referred to as the respective “Lock"LOCK-Up Period” UP PERIOD" with respect to the respective Company Securities to which such periods relate under such Sections. After the applicable Lock-Up Period, with respect to the Company Securities referred to in Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), respectively, and with respect to all other Company Securities owned by a Stockholder, any proposed Transfer by a Stockholder of such Company Securities (or any shares of Series B Preferred Stock or NVC Shares issued in exchange therefor, or any shares of Common Stock or NVC Shares issued upon conversion of any thereof), other than Transfers pursuant to Section 3.04 or Exempt Transfers, shall be subject to the rights of first offer and tag-along rights as set forth in Section 3.02 and Section 3.03, as applicable. Sections 3.01(b)-(f) are not intended to prohibit exchanges by a Stockholder of shares of Series A Preferred Stock for shares of Series B Preferred Stock or NVC Shares, or conversions of Preferred Shares or NVC Shares into Common Stock. (g) Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are not intended to prohibit Transfers pursuant to a merger agreement to which the Company is a party providing for the conversion of the outstanding shares of Common Stock into other securities, cash or other property. (h) Notwithstanding anything to the contrary in Section 3.01(b), a Stockholder will not be prohibited under Section 3.01(b) from: (i) exercising “"piggy-back” " registration rights under, and subject to the provisions of, the Registration Rights Agreement with respect to the shares referred to in Section 3.01(b) in any underwritten offering that occurs during the Lock-Up Period referred to in Section 3.01(b) and that is initiated by the Company or a Company stockholder exercising demand registration rights with respect to Company Securities; and (ii) Transferring shares of Common Stock acquired by such Stockholder pursuant to the MH Merger Agreement back to the Company if and as required pursuant to the terms of the MH Merger Agreement. (i) Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent retained by it not to, give any effect in the Company’s 's records to such purported Transfer. (j) Without limiting the other provisions of this Agreement, no Stockholder shall make or permit any Transfer of its Company Securities indirectly through any means that would not be permitted directly, in order to avoid the provisions of this Agreement. (k) Each certificate for Company Securities issued to any Stockholder shall bear a legend in substantially the form set forth below (in addition to any legend that may be required by applicable securities laws):