exv10we






Exhibit 10
(e)




SUBSCRIPTION AND SHAREHOLDERS AGREEMENT




     THIS SUBSCRIPTION AND SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 8,
2010, among Stratus Technologies Bermuda Holdings Ltd., a Bermuda limited liability company (the
“Company”), Technology Holdings Ltd., a Bermuda limited liability company and the Company’s
majority shareholder (“Technology Holdings”), the Note Purchaser Shareholders (as defined below)
and the Second Lien Shareholders (as defined below and, collectively with Technology Holdings and
the Note Purchaser Shareholders, the “Shareholders”).



RECITALS




     WHEREAS, in consideration for the entry by the Second Lien Shareholders to that certain Second
Amendment to the First Amended and Restated Second Lien Credit Agreement among the Second Lien
Shareholders and certain Subsidiaries of the Company (the “Second Amendment”), the Company is
required to issue to the Second Lien Shareholders, and the Second Lien Shareholders desire to
receive, in addition to any other rights and benefits provided under the Second Amendment, the
Second Lien Shares (as defined below), each credited as fully paid.



     WHEREAS, in consideration for the purchase of the Notes (as defined below) by the Note
Purchaser Shareholders, the Company is required to issue to the Note Purchaser Shareholders, and
the Note Purchaser Shareholders desire to receive, in addition to any other rights and benefits
provided under the Notes, the Note Purchaser Shares (as defined below), each credited as fully
paid.



     WHEREAS, each of the Shareholders desires to promote the interests of the Company and the
mutual interests of the Shareholders by establishing herein certain terms and conditions upon which
the Shares (as defined below) will be held and providing for certain other matters.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises
hereinafter set forth, the Shareholders hereby agree as follows:




	1.	 	Definitions.





     1.1 The following terms are used herein with the following meanings:



          (a) The term “Affiliate” means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common control with, such
Person, provided, however, that, notwithstanding the foregoing, the Credit Parties
shall not be considered Affiliates of Technology Holdings or Persons that own an interest in
Technology Holdings, and Technology Holdings or Persons that own an interest in Technology Holdings
shall not be considered Affiliates of the Credit Parties. For the purposes of this definition,
“control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting










 









 







securities, by contract (including any arrangement providing discretionary investment authority) or
otherwise; and the terms “controlling,” “controlled” and “under common control with” have meanings
correlative to the foregoing.




          (b) The term “Amended and Restated Bye-Laws” means the Amended and Restated Bye-Laws of the
Company adopted by the Company in accordance with the Second Amendment.




          (c) The term “Bermuda, Ltd.” means Stratus Technologies Bermuda, Ltd. a Bermuda limited
liability company and a wholly-owned direct Subsidiary of the Company.




          (d) The term “Board” means the board of directors of the Company.



          (e) The term “Business Day”
means any day, other than a Saturday, Sunday or a day on which banks located in Bermuda shall be
authorized or required by law to close.




          (f) The term “Closing” means each of the First Closing, the Second Closing, or Third Closing.




          (g) The term “Closing Date” means each of the First Closing Date, the Second Closing Date, or
Third Closing Date.




          (h) The term “Credit Parties” means the Company and its Subsidiaries party to the Second
Amendment.




          (i) The term “Discharge” means the cash repayment in full of the Loans under the Second
Amendment.




          (j) The term “Equity Securities” means any and all shares of Ordinary Shares, Series A
Ordinary Shares, Series B1 Ordinary Shares, Series B2 Ordinary Shares, Series A Preference Shares,
Series B1 Preference Shares, Series B2 Preference Shares, all other shares of the Company
regardless of class or series and other securities of the Company convertible into, or exchangeable
or exercisable for, such shares, and options, warrants or other rights to acquire such shares.




          (k) The term “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended.




          (l) The term “First Closing Date Post Issuance Ordinary Shares” means 44,320,789.38 Ordinary
Shares to be adjusted such that the New Shareholders post-issuance percentage ownership is
unchanged for Ordinary Shares issued or redeemed between the date hereof and the First Closing
Date.




          (m) The term “First Closing Date Post Issuance Preference Shares” means 10,093,146.62
Preference Shares to be adjusted such that the New Shareholders post-issuance percentage ownership is unchanged for Preference Shares issued or redeemed
between the date hereof and the First Closing Date.










2









 








          (n) The term “Form S-3/F-3” means Form S-3 and Form F-3, as applicable, under the Securities
Act as is in effect on the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the SEC.




          (o) The term “Holder” means any Shareholder owning of record Registrable Securities that have
not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any
permitted assignee of record of such Registrable Securities that has executed a joinder in the form
attached hereto as Exhibit A.




          (p) The term “Investment Company Act” means the United States Investment Company Act of
1940, as amended.




          (q) The term “Loans” shall have the meaning assigned to such term in the Second Amendment.




          (r) The term “Majority Note Purchaser Shareholders” means Note Purchaser Shareholders holding,
in the aggregate, a majority of the Note Purchaser Shares.




          (s) The term “Majority Second Lien Shareholders” means Second Lien Shareholders holding, in
the aggregate, a majority of the Second Lien Shares.




          (t) The term “New Shareholders” means the Second Lien Shareholders and the Note Purchaser
Shareholders.




          (u) The term “New Shares” means the Second Lien Shares and the Note Purchaser Shares.




          (v) The term “Note Purchaser Shareholders” means the Persons listed as Note Purchaser
Shareholders on the signature pages hereto, together with their permitted transferees, successors
and assignees.




          (w) The term “Note Purchaser Shares” means the Note Purchaser First Closing Shares and the
Note Purchaser Second Closing Shares and Note Purchaser Third Closing Shares, if any.




          (x) The term “Notes” means the $480 principal amount senior secured notes due 2015 of Bermuda
Ltd. and $520 principal amount senior secured notes dues 2015 of Stratus, Inc.




          (y) The term “Ordinary Class Shares” means the Ordinary Shares, the Series A Ordinary Shares,
the Series B1 Ordinary Shares and the Series B2 Ordinary Shares.




          (z) The term “Ordinary Shares” means the ordinary shares of the Company, par value $0.5801.










3









 








          (aa) The term “Permitted Designee” means a holding company formed and operated for the purpose
of holding the Second Lien Shares.




          (bb) The term “Person” means any individual, partnership, corporation, limited liability
company, joint venture, association, joint-share company, trust, unincorporated organization,
government or agency or political subdivision thereof, or other entity.




          (cc) The term “Preference Shares” means the Series A Preference Shares and the Series B
Preference Shares.




          (dd) The term “Purchase Agreement” means the Purchase Agreement dated on or around April 1,
2010, by and among Bermuda, Ltd., Stratus, Inc., the guarantors party thereto and Jefferies &
Company, Inc., as initial purchaser.




          (ee) The term “Registrable Securities” means: (1) any Ordinary Shares owned by the Holders or
issued or issuable pursuant to conversion of any Preference Shares owned by the Holders, and (2)
any Ordinary Class Shares issuable as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issuable as) a dividend or other distribution with respect to, or
in exchange for or in replacement of, any Preference Shares or Ordinary Class Shares described in
clause (1) above. Notwithstanding the foregoing,
“Registrable Securities” shall exclude (x) any Registrable Securities sold by a Person in a
transaction in which rights under Section 8 are not assigned in accordance with this Agreement or
(y) any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144
promulgated under the Securities Act, or in a registered offering, or otherwise.




          (ff) The number of shares of “Registrable Securities then outstanding” means (1) the number of
Ordinary Class Shares that are Registrable Securities and that are then issued and outstanding,
plus the number of Ordinary Class Shares to be issued pursuant to conversion of any Preference
Shares, as the case may be, owned by the Holders, plus (2) any Ordinary Class Shares issuable as
(or issuable upon the conversion or exercise of any warrant, right or other security which is
issuable as) a dividend or other distribution with respect to, or in exchange for or in replacement
of, any Preference Shares or Ordinary Class Shares described in clause (1) above, which are then
issued and outstanding.




          (gg) The terms “register”, “registered” and “registration” refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement.




          (hh) The term “Representative” means a Shareholder’s and its Affiliates’ employees, directors,
officers, existing and potential financing sources, advisors and other representatives (including
attorneys, accountants and consultants).




          (ii) The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.




          (jj) The term “Second Closing Date” means April 30, 2013.




          (kk) The term “Second Lien Lender” means a holder of Loans.










4









 








          (ll) The term “Second Lien Shareholders” means the Persons listed as Second Lien Shareholders
on the signature pages hereto, together with their permitted transferees, successors, assignees and
Permitted Designees.




          (mm) The term “Second Lien Shares” means the Second Lien First Closing Shares and the Second
Lien Second Closing Shares and the Second Lien Third Closing Shares, if any.




          (nn) The term “Securities Act” means the United States Securities Act of 1933, as amended.




          (oo) The term “Series A Ordinary Shares”, means the series A ordinary shares of the Company,
par value $0.5801.



          (pp) The term “Series A Preference Shares”, means the series A preference shares
of the Company, par value $1.50.


          (qq) The term “Series B Ordinary Shares” means the Series B1
Ordinary Shares and the Series B2 Ordinary Shares.




          (rr) The term “Series B Preference Shares” means the Series B1 Preference Shares and the
Series B2 Preference Shares.




          (ss) The term “Series B1 Ordinary Shares” means the series B1 ordinary shares of the Company,
par value $0.5801.


          (tt) The term “Series B1 Preference Shares” means the series B1 preference
shares of the Company, par value $1.50.


          (uu) The term “Series B2 Ordinary Shares” means the series
B2 ordinary shares of the Company, par value $0.5801.


          (vv) The term “Series B2 Preference Shares”
means the series B2 preference shares of the Company, par value $1.50.


          (ww) The term “Shares” means
(i) the Ordinary Class Shares, (ii) the Preference Shares and (iii) any Ordinary Class Shares
issued or to be issued pursuant to conversion of any Preference Shares or issued as (or issuable
upon the conversion or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to or in exchange for or in replacement of, any
Preference Shares.




          (xx) The term “Stratus Inc.” means Stratus Technologies, Inc., a Delaware corporation and an
indirect wholly-owned direct Subsidiary of the Company.




          (yy) The term “Subsidiary” of the Company means each Person in which the Company owns
(beneficially or of record), directly or indirectly, a majority of the Voting Shares or is a
general partner or otherwise has the power to control, by agreement or otherwise, the management
and general business affairs of such other Person.










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          (zz) The term “Third Closing Date” means April 30, 2014.




          (aaa) The term “Transfer” means any sale, assignment or other transfer or disposition of any
Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation
of law, pursuant to judicial process or otherwise, but shall not include a pledge or other
encumbrance pursuant to a bona fide loan transaction which creates a mere security interest.




          (bbb) The term “Unit” means one of the 215,000 units consisting of the Notes and Series B
Ordinary Shares and Series B Preference Shares, as specified in the Supplement to Preliminary
Offering Memorandum dated on or about March 31, 2010.




          (ccc) The term “Voting Ordinary Shares” means the Ordinary Shares, the Series A Ordinary
Shares, and the Series B1 Ordinary Shares.




          (ddd) The term “Voting Preference Shares” means the Series A Preference Shares and the Series
B1 Preference Shares.




          (eee) The term “Voting Shares” of any Person means any shares or other equity interest of any
class or classes of such Person whose holders are entitled under ordinary circumstances
(irrespective of whether at the time shares or other equity interest of any other class or classes
shall have or might have voting power by reason of the happening of any contingency) to vote for
the election of the directors, managers, trustees or other governing body of such Person.




     1.2 Index of Other Defined Terms. In addition to the terms defined above, the
following terms shall have the respective meanings given thereto in the sections indicated below:



			
	 
	Definitions	 	Locations
	Agreement
	 	Preamble
	Company
	 	Preamble
	Co-Sale Notice
	 	9.1
	Co-Sale Right
	 	9.1
	Co-Sale Shares
	 	9.1
	Cutback
	 	8.2
	EHS
	 	13.1(a)
	Final Prospectus
	 	8.4
	First Closing
	 	2.1(a)
	First Closing Date
	 	2.1(a)
	Information
	 	8.3
	Inspectors
	 	8.3
	Liabilities
	 	8.4
	Majority Interest Second Lien Lenders
	 	12.1
	Managing Entities
	 	12.1
	Note Purchaser First Closing Shares
	 	2.1(c)
	Note Purchaser Second Closing Shares
	 	2.2(c)
	Note Purchaser Third Closing Shares
	 	2.2(c)






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	Definitions	 	Locations
	Offices
	 	2.1(a)
	Outstanding Shares
	 	9.1
	Piggyback Notice
	 	8.1
	Pro Rata Portion
	 	7.1
	Records
	 	8.3
	Registration Date
	 	8.3
	Second Amendment
	 	Recitals
	Second Closing
	 	2.2(a)
	Second Lien First Closing Shares
	 	2.1(b)
	Second Lien Lender Designees
	 	12.2
	Second Lien Second Closing Shares
	 	2.2(b)
	Second Lien Third Closing Shares
	 	2.3(b)
	Selling Shareholder(s)
	 	9.1
	Shareholder Designees
	 	12.2
	Shareholders
	 	Preamble
	Technology Holdings
	 	Preamble
	Technology Holdings Designees
	 	12.2
	Third Closing
	 	2.3(a)
	Triggering Issuance
	 	7.1
	Violation
	 	8.4







	2.	 	Issuance of New Shares.





     2.1 First Closing.



          (a) The issuance of the Second Lien First Closing Shares and the Note Purchaser First Closing
Shares (both as defined below) shall take place at a closing (the “First Closing”) to be held at
the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York (the “Offices”),
at 10:00 a.m., Eastern Standard Time on the Second Amendment Effective Date (as defined in the
Second Amendment) subject to the representations and warranties of the New Shareholders being
true, accurate and correct in all material respects at and as of the applicable Closing Date. The
day on which the First Closing takes place is referred to as the “First Closing Date”.




          (b) At the First Closing, the Company shall issue and deliver to the Second Lien Shareholders,
certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to
25.0005822% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places
and a number of Series B Preference Shares, credited as fully paid, equal to 25.0026549% of the
First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien
First Closing Shares”). The Second Lien First Closing Shares shall be allocated ratably, including
fractional shares, to each Second Lien Shareholder according to aggregate principal amount of each
such Second Lien Shareholder’s outstanding Loans as of the First Closing Date. With respect to
Series B Ordinary Shares issued at the First Closing, the Second Lien Shareholders shall receive
Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect
to Series B Preference Shares issued at the First Closing, the Second Lien Shareholders shall
receive Series B1





7












 




Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections
shall be made by notice to the Company at least two Business Days prior to the First Closing Date.




          (c) At the First Closing, the Company shall issue and deliver to the Note Purchaser
Shareholders, for each Unit owned, certificates representing 20.61 Series B Ordinary Shares,
credited as fully paid, and 4.69 Series B Preference Shares, credited as fully paid (the “Note
Purchaser First Closing Shares”). With respect to Series B Ordinary Shares issued at the First
Closing, the Note Purchaser Shareholders shall receive Series B1 Ordinary Shares unless they elect
to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at the
First Closing, the Note Purchaser Shareholders shall receive Series B1 Preference Shares unless
they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the
Company at least two Business Days prior to the First Closing Date.



          (d) The Company shall obtain the requisite approvals of the
Bermuda Monetary Authority for the issuances of Shares pursuant to this
Section 2.1.




     2.2 Second Closing.



          (a) If the Discharge shall not have occurred prior to the Second Closing Date (and the Second
Closing shall not occur if the Discharge has occurred), the issuance of the Second Lien Second
Closing Shares and the Note Purchaser Second Closing Shares (both as defined below) shall take
place at a closing (the “Second Closing”) to be held at the Offices (or at any other location as
agreed in writing by the Company and the Majority Second Lien Shareholders) at 10:00 a.m., Eastern
Standard Time on the Second Closing Date. The Company will provide notice of the Second Closing to
the New Shareholders at least five Business Days prior to the Second Closing Date.




          (b) At the Second Closing, the Company shall issue and deliver to the Second Lien
Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully
paid, equal to 7.50% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal
places and a number of Series B Preference Shares, credited as fully paid, equal to 7.50% of the
First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien
Second Closing Shares”). The Second Lien Second Closing Shares shall be allocated ratably,
including fractional shares, to each Second Lien Shareholder according to the aggregate principal
amount of each such Second Lien Shareholder’s outstanding Loans as of the Second Closing Date. With
respect to Series B Ordinary Shares issued at the Second Closing, the Second Lien Shareholders
shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and
with respect to Series B Preference Shares issued at the Second Closing, the Second Lien
Shareholders shall receive Series B1 Preference Shares unless they elect to receive Series B2
Preference Shares. Such elections shall be
made by notice to the Company at least two Business Days prior to the Second Closing Date.




          (c) At the Second Closing, the Company shall issue and deliver to
the Note Purchaser Shareholders, certificates representing a number of Series
B Ordinary Shares, credited as fully paid, equal to 0.83% of the First Closing
Date Post Issuance Ordinary Shares rounded to two decimal places and a number
of Series B Preference Shares, credited as fully paid, equal to 0.83% of the
First Closing Date Post Issuance Preference Shares rounded to two decimal
places









8









 







(the “Note Purchaser Second Closing Shares”). The Note Purchaser Second Closing Shares shall be
allocated ratably, including fractional shares, to each Note Purchaser Shareholder according to the
amount of Note Purchaser Shares held by any Note Purchaser Shareholder as a percent of the total
Note Purchaser Shares outstanding. With respect to Series B Ordinary Shares issued at the Second
Closing, the Note Purchaser Shareholders shall receive Series B1 Ordinary Shares unless they elect
to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at the
Second Closing, the Note Purchaser Shareholders shall receive Series B1 Preference Shares unless
they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the
Company at least two Business Days prior to the Second Closing Date.




          (d) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for
the issuances of Shares pursuant to this Section 2.2.




     2.3 Third Closing.



          (a) If the Discharge shall not have occurred prior to the Third Closing Date (and the Third
Closing shall not occur if the Discharge has occurred), the issuance of the Second Lien Third
Closing Shares and the Note Purchaser Third Closing Shares (both as defined below) shall take place
at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in
writing by the Company and the Majority Second Lien Shareholders) at 10:00 a.m., Eastern Standard
Time on Third Closing Date. The Company will provide notice of the Third Closing to the New
Shareholders at least five Business Days prior to the Third Closing Date.




          (b) At the Third Closing, the Company shall issue and deliver to the Second Lien Shareholders,
certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to
52.50% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a
number of Series B Preference Shares, credited as fully paid, equal to 52.50% of the First Closing
Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien Third Closing
Shares”). The Second Lien Third Closing Shares shall be allocated ratably, including fractional
shares, to each Second Lien Shareholder according to aggregate principal amount of each such Second
Lien Shareholder’s outstanding Loans as of the Third Closing Date. With respect to Series B
Ordinary Shares issued at the Third Closing, the Second Lien Shareholders shall receive Series B1
Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B
Preference Shares issued at the Third Closing, the Second Lien Shareholders shall receive Series B1
Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections shall be
made by notice to the Company at least two Business Days prior to the Third Closing Date.




          (c) At the Third Closing, the Company shall issue and deliver to
the Note Purchaser Shareholders, certificates representing a number of Series
B Ordinary Shares, credited as fully paid, equal to 5.83% of the First Closing
Date Post Issuance Ordinary Shares rounded to two decimal places and a number
of Series B Preference
Shares, credited as fully paid, equal to 5.83% of the
First Closing Date Post Issuance Preference Shares rounded
to two decimal places (the “Note Purchaser Third Closing
Shares”). The Note Purchaser Third Closing Shares shall be
allocated ratably, including fractional shares, to each
Note Purchaser Shareholder according to









9









 








the amount of Note Purchaser Shares held by any Note Purchaser Shareholder as a percent of the
total Note Purchaser Shares outstanding. With respect to Series B Ordinary Shares issued at the
Second Closing, the Note Purchaser Shareholders shall receive Series B1 Ordinary Shares unless they
elect to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at
the Third Closing, the Note Purchaser Shareholders shall receive Series B1 Preference Shares unless
they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the
Company at least two Business Days prior to the Third Closing Date.




          (d) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for
the issuances of Shares pursuant to this Section 2.3.




3. Representation and Warranties.



     3.1 Representations and Warranties of the Company. The Company hereby represents and warrants
to the New Shareholders, as of the date hereof, as follows:



          (a) Organization and Authorization. The
Company is duly organized and is validly existing as a limited liability company in good standing
under the laws of Bermuda with the limited liability company power and authority to execute,
deliver and perform this Agreement, to own its properties and carry on its business in the manner
in which such business is now being conducted. This Agreement has been duly executed and delivered
by the
Company, has been effectively authorized by all necessary action by the Company and constitutes a
legal, valid and binding obligation of the Company enforceable in accordance with its terms.



          (b) Capitalization.




               (i) As of the date hereof, the authorized
capitalization of the Company consists of 181,003,276 Ordinary
Shares, par $0.5801, of which 28,809,184 Ordinary Shares are issued
and outstanding and 7,000,000 Series A Preference Shares, par $1.50,
of which 6,561,242 Series A Preference Shares are issued and
outstanding. Immediately after the First Closing, provided that there
are no issuances or redemptions of Shares between the date hereof and
the First Closing, the authorized capitalization of the Company will
consist of:



               (A) 181,003,276.00 Ordinary Shares, par $0.5801, of which
28,809,184.00 Ordinary Shares will be issued and outstanding;



               (B)
7,677,651.59 Series A Ordinary Shares, par $0.5801, of which zero
Series A Ordinary Shares will be issued and outstanding;



               (C)
7,000,000.00 Series A Preference Shares, par $1.50, of which
6,561,242.00 Series A Preference Shares will be issued and
outstanding;



               (D) 45,057,563.78 Series B1 Ordinary Shares, par
$0.5801, and 45,057,563.78 Series B2 Ordinary Shares, par $0.5801, of
which 15,511,605.38 Series B Ordinary Shares will be issued and
outstanding;



10









 





               (E) 10,261,782.50 Series B1 Preference Shares, par $1.50 and 10,261,782.50 Series B2
Preference Shares, par $1.50, of which 3,531,904.62 Series B Preference Shares will be
issued and outstanding.



               (ii) The outstanding Ordinary Shares and Series
A Preference Shares are all duly and validly authorized and issued,
fully paid and nonassessable, and were issued in accordance with the
registration or qualification provisions of the Securities Act and
any relevant state or non-U.S. securities laws, or pursuant to valid
exemptions therefrom.



               (iii) All of the outstanding shares of each
Subsidiary of the Company are owned directly or indirectly by the
Company, provided, however, that the Company does not directly or
indirectly own all of the shares of such entities where multiple
shareholders are required by local law.



               (iv) Except as set forth in Schedule 3.1(b), there are not outstanding any options, warrants,
share appreciation rights, phantom equity interests, rights (including conversion or preemptive
rights) or agreements for the purchase or acquisition from the Company of any Shares.



               (v) The Company has reserved 31,957,018 of its
Ordinary Shares for issuance in the future under Stratus Technologies
Inc. Stock Incentive Plan, as amended and restated as of February 24,
2009.



               (vi) Except as set forth in Schedule 3.1(b), the
Company is not a party or subject to any agreement or understanding,
and, to the best of the Company’s knowledge, there is no agreement or
understanding between any persons or entities, which affects or
relates to the voting or giving of written consents with respect to
any Ordinary Shares or Series A Preference Shares.



               (vii) Except as set forth in Schedule 3.1(b), no share plan, share purchase, share option or
other agreement or understanding between the Company and any holder of any equity securities of the
Company or rights to purchase equity securities of the Company provides for acceleration or other
changes in the vesting provisions or other terms of such agreement or understanding as the result
of the transactions contemplated by this Agreement.



          (c) Valid Issuance. The Series B Preference Shares and Series B
Ordinary Shares that are being issued to the New Shareholders hereunder, when
issued, sold and delivered in accordance with the terms of this Agreement,
will be duly and validly authorized and issued, fully paid, and nonassessable,
and will be free of restrictions on transfer other than restrictions on
transfer under this Agreement and the Amended and Restated Bye-Laws, and sold
and delivered in accordance with applicable state, federal and non-U.S.
securities laws. The Series B Ordinary Shares issuable upon conversion of the
Series B Preference Shares issued to the New Shareholders under this Agreement
have been duly and validly reserved for issuance and, upon issuance in
accordance with the terms of the Amended and Restated Bye-Laws, will be duly
and validly issued, fully paid, and nonassessable and will be free of
restrictions on transfer other than








11









 







restrictions on transfer under this Agreement and the Amended and Restated Bye-Laws, and sold and
delivered in accordance with applicable state, federal and non-U.S. securities laws.




          (d) No Conflicts. The issuance of the New Shares by the Company and the entering into of this
Agreement does not and will not result in any violation of, or conflict with, any term of the
charter, bylaws or other governing documents of the Company or any law or regulation applicable to
the Company or any of its direct or indirect Subsidiaries or any material agreement, contract or
understanding of the Company or any of its direct or indirect Subsidiaries.




          (e) Required Filings and Consents. The execution and delivery of this Agreement by the Company
does not, and the performance by the Company of its obligations hereunder and the consummation of
the transactions contemplated hereby will not, require any consent, approval, authorization or
permit of, or filing by the Company with or notification by the Company to, any governmental or
regulatory authority, except for the Bermuda Monetary Authority.




          (f) Exclusivity of Representations and Warranties. Neither the Company nor any of its
Affiliates or its Representatives is making any representation or warranty on behalf of the Company
of any kind or nature whatsoever, oral or written, express or implied (including, but not limited
to, any relating to financial condition, results of operations, assets or liabilities of the
Company and its subsidiaries), except as expressly set forth in this Section 3.1, the First Amended
and Restated Second Lien Credit Agreement among the Second Lien Shareholders and certain
Subsidiaries of the Company, the Second Amendment and the Purchase Agreement, and the Company
hereby disclaims any such other representations or warranties.




     3.2 Representations and Warranties of the New Shareholders. Each New Shareholder hereby,
severally and not jointly, represents and warrants to the Company, as of the date hereof, as
follows:



          (a) Organization and Authorization. Such New Shareholder is duly organized and is validly
existing as a corporation, a limited liability company or a limited liability partnership, in good
standing in its state of organization, with the power and authority to execute, deliver and perform
this Agreement, to own its properties and carry on its business in the manner in which such
business is now being conducted. This Agreement has been duly executed and delivered by such New
Shareholder, has been effectively authorized by all necessary action, partnership or otherwise, by
the New Shareholder and constitutes a legal, valid and binding obligation of the New Shareholder
enforceable in accordance with its terms.




          (b) No Conflicts. The investment by such New Shareholder in the New Shares does not and will
not result in any violation of, or conflict with, any term of the limited partnership agreement,
limited liability company agreement, charter, bylaws or other governing documents of such New
Shareholder or any other instrument to which such New Shareholder is bound or any law or regulation
applicable to such New Shareholder, the consequence of which is to prevent the New Shareholders
from performing hereunder.




          (c) Required Filings and Consents. The execution and delivery of
this Agreement by such New Shareholder does not, and the performance by such
New Shareholder of












12









 







its obligations hereunder and the consummation of the transactions contemplated hereby will not,
require any consent, approval, authorization or permit of, or filing by such New Shareholder with
or notification by the New Shareholder to, any governmental or regulatory authority except to the
extent any such consents, approvals, authorizations, permits or filings have been obtained or been
made, or such notifications have been given.




          (d) Acquisition of Shares for Investment. (i) Such New Shareholder is financially able to hold
the New Shares for long-term investment and (ii) the New Shares are being purchased by such New
Shareholder for its own account for investment purposes, and not with a view to any distribution
thereof to any person present in the United States or any identifiable group of United States
citizens located outside of the United States, unless pursuant to registration under the Securities
Act, or any applicable state securities laws, or unless pursuant to any applicable exemption from
registration under the Securities Act or such state securities laws.




          (e) Accredited Investor. Such New Shareholder is an “accredited investor” within the meaning
of Rule 501 promulgated under the Securities Act or a non-U.S. person in reliance upon Regulation S
under the Securities Act.




          (f) New Shareholder’s Investigation and Reliance. Such New Shareholder is a sophisticated
purchaser and has made its own independent investigation, review and analysis regarding the Company
and its Subsidiaries and the transactions contemplated hereby, which investigation, review and
analysis were conducted by such New Shareholder with expert advisors that it has engaged for such
purpose. Such New Shareholder and its Representatives have been provided with full and complete
access to the Representatives, properties, offices, plants and other facilities, books and records
of Company and its subsidiaries and other information that they have requested in connection with
their investigation of the Company and its Subsidiaries and the transactions contemplated hereby.
Such New Shareholder is not relying on any statement, representation or warranty, oral or written,
express or implied, made by the Company or any of its Affiliates or Representatives, except as
expressly set forth in this Agreement, the First Amended and Restated Second Lien Credit Agreement
among the Second Lien Shareholders and certain Subsidiaries of the Company, the Second Amendment
and the Purchase Agreement. Neither the Company nor any of its Affiliates or Representatives shall
have any liability to the New Shareholder or any of its Affiliates or Representatives resulting
from the use of any information, documents or materials made available to such New Shareholder,
whether orally or in writing, in any confidential information memoranda, “data rooms,” management
presentations, due diligence discussions or in any other form in expectation of the transactions
contemplated by this Agreement. Neither the Company nor any of its Affiliates or Representatives is
making, directly or indirectly, any representation or warranty with respect to any estimates,
projections or forecasts involving the Company and its subsidiaries.




4. Conditions to the First Closing.




     4.1 Conditions to Closing by the Second Lien Shareholders.



13









 





          (a) Prior to each Closing Date, the Company shall have delivered to the Second Lien
Shareholders a certificate stating that the conversion ratio that applies to Series A Preference
Shares shall apply equally to the Series B1 Preference Shares and the Series B2 Preference Shares.




          (b) The Company shall have made an election on Internal Revenue Service Form 8832, effective
no later than the day prior to the First Closing Date, for Bermuda, Ltd. to be treated as an entity
disregarded as separate from its owner for U.S. federal income tax purposes.




5. Restrictions on Transfers of New Shares.




     5.1 Restrictive Legends. It is understood that each certificate, if any, representing the New
Shares shall be stamped or otherwise imprinted with a legend substantially in the following form
(the “Securities Legend”):





THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF BERMUDA OR OF ANY STATES OF THE UNITED STATES. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE AND OTHER SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



     5.2 Removal of Restrictive Legend. The Securities Legend set forth above shall be removed by
the Company from any certificate evidencing New Shares upon delivery of reasonably satisfactory
evidence to the Company that a registration statement under the Securities Act is at that time in
effect with respect to the legended security or that such security can be freely transferred in a
public sale without such a registration statement being in effect and that such transfer will not
jeopardize the exemption or exemptions from registration pursuant to which the Company issued the
New Shares.



     5.3 Restrictive Legends Regarding Shareholder Agreement. It is understood that each
certificate, if any, representing the New Shares shall be stamped or otherwise imprinted with a
legend substantially in the following form:




IN ADDITION, THE SECURITIES ARE SUBJECT TO CERTAIN
RESTRICTIONS
ON TRANSFERS AND OTHER PROVISIONS CONTAINED IN A SUBSCRIPTION AND SHAREHOLDERS AGREEMENT,
DATED AS OF APRIL [ ], 2010. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT
ITS PRINCIPAL EXECUTIVE OFFICES.



     5.4 Second Lien Shareholders Share Transfers. No Second Lien Shareholder (or any Permitted
Designee, transferee, assignee or successor thereof) shall Transfer any Second Lien Shares without
obtaining the Company’s written consent, to be given in its sole discretion (and in



14









 




the case of paragraph (d) below, Majority Interest Second Lien Lender (as defined below) approval),
provided, that no such consent shall be required if the Transfer satisfies each of the following
conditions:




          (a) Such Second Lien Shareholder delivers to the Company a written notice identifying
the Transferee two Business Days prior to such Transfer.




          (b) The Transfer does not increase the total number of New Shareholders to above 200.




          (c) The transferee of the Second Lien Shares is not a competitor of the Company.




          (d) Unless Majority Interest Second Lien Lender approval has been obtained, the transferee of
the Second Lien Shares is not Technology Holdings, MidOcean Capital Partners Europe, L.P.,
Investcorp Management Services Limited or any of their respective Affiliates.




          (e) The transferee of the Second Lien Shares executes a joinder in the form attached hereto as
Exhibit A, pursuant to which such transferee becomes a party to this Agreement as a “Second Lien
Shareholder” and for all purposes of this Agreement is deemed to have executed a counterpart
signature page of this Agreement and be subject to, benefit from and bound by all the provisions
hereof.




          (f) Such Transfer of Second Lien Shares: (i) would not violate or be reasonably likely to
violate applicable state and federal securities laws and (ii) would not, to the transferor’s
knowledge, cause or be reasonably likely to cause the Company to violate or become a reporting
company under the Securities Act, the Exchange Act, the Investment Company Act or other federal or
state securities regulations or to be required to register a class of equity securities pursuant to
Section 12(g) of the Exchange Act or the rules and regulations adopted thereunder.




          (g) Upon request prior to the expiration of such two Business Day period, such Second Lien
Shareholder provides the Company additional information reasonably requested by the Company to
permit the Company to make the determination described in the proviso hereto.



Notwithstanding anything to the contrary above, the Company shall have the right, at its sole
discretion within two Business Days of the delivery of notice of such Transfer, to reject any
proposed Transfer of Second Lien Shares if it would reasonably be expected to fail to satisfy
Sections 5.4(a), 5.4(b), 5.4(c), 5.4(d), 5.4(e) or 5.4(f) (without taking into account any
knowledge qualifier contained in such Section). Upon failure of a Transfer as a result of this
Section 5.4, any Shares being transferred shall revert back to Transferor. The transfer
restrictions in this Section 5.4 shall terminate upon a Qualified IPO, as defined in the Amended
and Restated Bye-Laws.




     5.5 Second Lien Shareholders Loan Transfers Prior to Closing. If the Loans are Transferred
prior to a Closing Date, then the Company will issue the Second Lien First Closing Shares, Second
Closing Shares or Third Closing Shares, as the case may be, ratably to each



15









 




transferee (instead of to the transferor) according to aggregate principal amount of each such
transferee’s outstanding Loans as of such respective Closing Date, if the following conditions are
met:




          (a) Such transferee, if not a party to this Agreement at the time of Transfer, executes a
joinder in the form attached hereto as Exhibit A, pursuant to which such transferee becomes a party
to this Agreement as a “Second Lien Shareholder” and for all purposes of this Agreement is deemed
to have executed a counterpart signature page of this Agreement and be subject to, benefit from and
bound by all the provisions hereof.




          (b) The Transfer does not increase the total number of New Shareholders to above 200,
post-issuance.




          (c) The transferee is not Technology Holdings, MidOcean Capital Partners Europe, L.P.,
Investcorp Management Services Limited or any of their respective Affiliates.




          (d) Such issuance: (i) would not violate or be reasonably likely to violate applicable
securities laws and (ii) would not, to the transferor’s knowledge, cause or be reasonably likely to
cause the Company to violate or become a reporting company under the Securities Act, the Exchange
Act or the Investment Company Act or to be required to register a class of equity securities
pursuant to Section 12(g) of the Exchange Act or the rules and regulations adopted thereunder.




          (e) Such transferee provides the Company reasonably satisfactory evidence that the issuance
would satisfy Sections 5.5(a) and 5.5(b) (and provided that, with respect to 5.5(b), the Company
may require, at its sole discretion, an opinion of counsel to such effect).




          (f) The transfer of such Second Lien Shares to the transferee has
received the prior approval of the Bermuda Monetary Authority (if required).



Notwithstanding anything to the contrary above, the Company shall have the right, at its sole
discretion within such two-Business Day period, to reject any proposed issuance to any transferee
of the Loans if it would reasonably be expected to fail to satisfy Sections 5.5(a), 5.5(b), 5.5(c),
5.5(d) (without taking into account any knowledge qualifier contained in such Section) or 5.5(e).
If any of such conditions fail to be met, such Shares shall be issued to the transferor.




     5.6 Note Purchaser Shareholders Share Transfers. No Note Purchaser Shareholder (or any
transferee, assignee or successor thereof) shall Transfer any Note Purchaser Shares without
obtaining the Company’s written consent, to be given in its sole discretion, provided, that no such
consent shall be required if the Transfer satisfies each of the following conditions:



          (a) Such Note
Purchaser Shareholder delivers to the Company a written notice identifying the Transferee two
Business Days prior to such Transfer.




          (b) The Transfer does not increase the total number of New
Shareholders to above 200.








16









 








          (c) The transferee of the Note Purchaser Shares is not a competitor of the Company.




          (d) The transferee of the Note Purchaser Shares executes a joinder in the form attached hereto
as Exhibit A, pursuant to which such transferee becomes a party to this Agreement as a “Note
Purchaser Shareholder” and for all purposes of this Agreement is deemed to have executed a
counterpart signature page of this Agreement and be subject to, benefit from and bound by all the
provisions hereof.




          (e) Such Transfer of Note Purchaser Shares: (i) would not violate or be reasonably likely to
violate applicable state and federal securities laws and (ii) would not, to the transferor’s
knowledge, cause or be reasonably likely to cause the Company to violate or become a reporting
company under the Securities Act, the Exchange Act, the Investment Company Act or other federal or
state securities regulations or to be required to register a class of equity securities pursuant to
Section 12(g) of the Exchange Act or the rules and regulations adopted thereunder.




          (f) Upon request prior to the expiration of such two Business Day
period, such Note Purchaser Shareholder provides the Company additional
information reasonably requested by the Company to permit the Company to make
the determination described in the proviso hereto.



Notwithstanding anything to the contrary above, the Company shall have the right, at its sole
discretion within two Business Days of the delivery of notice of such Transfer, to reject any
proposed Transfer of Note Purchaser Shares if it would reasonably be expected to fail to satisfy
Sections 5.6(a), 5.6(b), 5.6(c), 5.4(d) or 5.6(e) (without taking into account any knowledge
qualifier contained in such Section). Upon failure of a Transfer as a result of this Section 5.6,
any Shares being transferred shall revert back to Transferor. The transfer restrictions in this
Section 5.6 shall terminate upon a Qualified IPO, as defined in the Amended and Restated Bye-Laws.




     5.7 Subject to Section 5.5, all Transfers of Loans shall include the right to receive the
Second Lien Second Closing Shares and Second Lien Third Closing Shares, if such shares have not
already been issued, allocated ratably to each Second Lien Shareholder according to aggregate
principal amount of each such Second Lien Shareholder’s outstanding Loans on the date of issuance
of such respective Second Lien Second Closing Shares and Second Lien Third Closing Shares.



6. Other Transfers.




     6.1 Technology Holdings Share Transfer. Technology Holdings (or any transferee, assignee or
successor thereof) hereby agrees to not Transfer any Shares except to a transferee that shall have
executed a joinder in the form attached hereto as Exhibit B, pursuant to which such transferee
becomes a party to this Agreement and for all purposes of this Agreement is deemed to have executed
a counterpart signature page of this Agreement and be subject to, benefit from and bound by all the
provisions hereof.




17












 





     6.2 Void Transfers. Any Transfer or purported Transfer of Shares in violation of
any provision of this Agreement shall be void, and the Company shall not be required to recognize
any such Transfer or purported Transfer. The Company shall not register the name of any such
Transfer or purported transferee of Shares in the Company’s books and records.



7. Preemptive Rights.




     7.1 General. Subject to the terms and conditions set forth in this Section 7, if at any time
following the consummation of the First Closing the Company proposes to issue any Equity Securities
(a “Triggering Issuance”), each Shareholder shall have the right to participate in such Triggering
Issuance by subscribing for up to its Pro Rata Portion. With respect to each
Shareholder, “Pro Rata Portion” shall mean the number of Equity Securities that is the product of
(i) the aggregate number of Equity Securities proposed to be issued in the Triggering Issuance and
(ii) a fraction, the numerator of which is the number of Ordinary Class Shares owned by or that
would be received upon conversion of the Series A Preference Shares and/or Series B Preference
Shares, as the case may be, owned by such Shareholder, immediately prior to Triggering Issuance,
and the denominator of which is the sum of the Ordinary Class Shares owned by or that would be
received upon conversion of the Series A Preference Shares and/or Series B Preference Shares, as
the case may be, owned by all Shareholders, immediately prior to the Triggering Issuance.



     Notwithstanding the above, a Triggering Issuance shall not include, and the preemptive rights
provided in Section 7.1 shall not apply to the following issuances of Equity Securities: (i) any
Ordinary Shares issued upon conversion of the Series A Ordinary Shares, Series B Ordinary Shares,
or any other Shares issued upon conversion of any such Series A Ordinary Shares, Series B Ordinary
Shares, Series A Preference Shares or Series B Preference Shares; (ii) any securities issued in
connection with any Share split, Share dividend or other similar event in which all Shareholders of
the same class are entitled to participate on a pro rata basis; (iii) any securities issued upon
the exercise, conversion or exchange of any security in issue or outstanding as of the date hereof;
(iv) any securities issued pursuant to the acquisition of another Person by the Company by
consolidation, amalgamation, merger, purchase of assets, or other reorganization in which the
Company acquires, in a single transaction or series of related transactions, assets of such other
Person or 50% or more of the voting power of such other Person or 50% or more of the equity
ownership of such other Person; (v) up to 32,530,970 (as adjusted for stock splits, stock
dividends, recapitalizations and the like) Shares (or options to purchase Shares) (including any of
such Ordinary Class Shares or options which are repurchased) issued to officers, directors,
employees and/or consultants of the Company or its subsidiaries under any share purchase or share
option plan or agreement or other incentive compensation arrangement; (v) any Shares issued in
connection with any capital reorganization, recapitalization or reclassification, (vi) any Shares
issued under Section 2 or (vii) any Shares issued in a public offering.



     7.2 Procedures. In the event that the Company proposes to undertake a Triggering
Issuance, it shall provide the Shareholders fifteen Business Days notice setting forth in
reasonable detail the terms and conditions of the Triggering Issuance. Each Shareholder wishing to
participate in the Triggering Issuance shall notify the Company in writing at least five Business
Days after delivery of such notice of its irrevocable undertaking to
participate in the Triggering Issuance and the Company shall allow such Shareholder to
participate in the



18









 




Triggering Issuance up to its Pro Rata Portion on the same terms and conditions as the
Triggering Issuance.




     7.3 Technology Holdings Preemptive Rights. Technology Holdings, on behalf of itself
and each of its transferees of Shares, hereby agrees that the rights granted to Technology Holdings
pursuant to this Section 7 supersede any preemptive rights or similar rights granted to Technology
Holdings pursuant to any other agreement, including without limitation the agreements set forth on
Schedule 3.1(b) hereto. Technology Holdings hereby waives any preemptive or similar rights
it has today or may have in the future as a result of the issuances contemplated by this Agreement.



     7.4 Termination. The preemptive rights under this Section 7 shall terminate upon a
Qualified IPO (as such term is defined in the Amended and Restated Bye-laws).



8. Registration Rights.




     8.1 Piggyback Registrations. Commencing 180 days after a Qualified IPO (as such term
is defined in the Amended and Restated Bye-laws), the Company shall notify each Holder in writing
(a “Piggyback Notice”) at least 30 days prior to (x) filing any registration statement to effect a
registration of Ordinary Shares on Form S-3/F-3 or (y) filing any registration statement to effect
a registration of Ordinary Shares under the Securities Act on behalf of Technology Holdings, and
will afford each such Holder an opportunity to include in such registration statement all or any
part of the Registrable Securities then held by such Holder as provided in this Section 8.1. Each
such Holder desiring to include in any such registration statement all or any part of the
Registrable Securities held by such Holder shall within twenty days after receipt of the Piggyback
Notice from the Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of its Registrable Securities such Holder wishes to include in such
registration statement (it being agreed that any such election to include Shares shall be
irrevocable). If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall nevertheless continue to
have the right to include any Registrable Securities held by it in any subsequent registration
statement which shall trigger a Piggyback Notice, all upon the terms and conditions set forth
herein.



     8.2 Underwriting.



          (a) If a registration statement with respect to which the Company gives notice under this
Section 8 is for an underwritten offering, then the Company shall so advise the Holders in the
Piggyback Notice. In such event, the right of any such Holder’s Registrable Securities to be
included in a registration pursuant to this Section 8 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement in customary form
with the managing underwriter or underwriters selected for such underwriting (including a market
stand-off agreement of up to 180 days if required by such underwriter or underwriters).
Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s)
in good faith that marketing factors require a limitation of the



19









 




number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the
registration and the underwriting (such exclusion, a “Cutback”), and the number of shares that may
be included in the registration and the underwriting shall be allocated, first to the Company, and
second, to each of the Holders requesting inclusion of their Registrable Securities in such
registration statement pursuant to this Section 8 on a pro rata basis with any other holders of
securities of the Company participating in such registration based on the total number of
Registrable Securities then held by each such Holder (calculated on an as-converted basis) and
other holders of securities of the Company; provided, that the right of the underwriter(s) to
exclude shares (including Registrable Securities) from the registration and underwriting as
described above shall be restricted so that, subject to the rights of any holders granted
registration rights on par with the rights provided for in this Section 8, all shares that are not
Registrable Securities and are held by any other Person, including, without limitation, any Person
who is an employee, officer or director of the Company (or any subsidiary of the Company) shall
first be excluded from such registration and underwriting before any Registrable Securities are so
excluded. If all the Registrable Securities requested by the Holders have been included, the other
shareholders of the Company may include any Ordinary Shares on a pro rata basis. For any Holder
that is a partnership, the Holder and the partners and retired partners of such Holder, or the
estates and family members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all
corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any
pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares
carrying registration rights owned by all Persons included in such “Holder,” as defined in this
sentence.




          (b) Expenses. All expenses incurred in connection with a registration pursuant to this
Section 8, including, without limitation, all federal and “blue sky” registration, filing and
qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the
Company and reasonable fees and disbursements of one counsel for the Holders (but excluding
underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders), shall
be borne by the Company. Each Holder participating in a registration pursuant to this Section 8
shall bear such Holder’s proportionate share (based on the total number of shares sold in such
registration other than for the account of the Company) of all discounts, commissions or other
amounts payable to underwriter(s) or brokers in connection with such offering by the Holders.



     8.3 Obligations of the Company. Whenever required to effect the registration of any
Registrable Securities under this Agreement, the Company shall use reasonable efforts to, as
expeditiously as reasonably possible:



          (a) Registration Statement. Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its reasonable best efforts to cause such
registration statement to become effective, provided, that the Company shall not be required to
keep any such registration statement effective for more than 90 days.



          (b) Amendments and Supplements. Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with the provisions



20









 




of the Securities Act with respect to the disposition of all securities covered by such
registration statement.




          (c) Prospectuses. Furnish to each Holder a reasonable number of copies of a
prospectus, including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by them that are included in such registration.



          (d) Blue Sky. Use its reasonable best efforts to register and qualify the securities
covered by such registration statement under such other securities or “blue sky” laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not
be required in connection therewith or as a condition thereto to qualify to do business or to file
a general consent to service of process in any such jurisdictions.



          (e) Underwriting. In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement in usual and customary form, with the
managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.



          (f) Notification. Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is required to be delivered
under the Securities Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.



          (g) Opinion and Comfort Letter. Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable Securities are delivered
to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and reasonably satisfactory to
a majority in interest of the Holders requesting registration, addressed to the underwriters, if
any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort”
letter dated as of such date, from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering and reasonably satisfactory to a majority in
interest of the Holders requesting registration, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.



          (h) Marketing. Cause its employees and personnel to use their reasonable best efforts
to support the marketing of the Registrable Securities (including, without limitation, the
participation in “road shows,” at the request of the underwriters or the holders of a majority of
the Registrable Securities to be included in such registration) to the extent possible taking into
account the Company’s business needs and the requirements of the marketing process.



21









 





          (i) Approvals. Use its reasonable best efforts to cause such Registrable Securities to
be registered with or approved by such governmental authorities as may be reasonably necessary by
virtue of the business and operations of the Company to enable the purchasers thereof to consummate
the disposition of such Registrable Securities.



          (j) Inspection Rights. Make available for inspection by any one lead underwriter
participating in any such registration and its attorneys, accountants or other agents retained by
any such underwriter (collectively, the “Inspectors”), all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall
be reasonably necessary to enable it, for itself and on behalf of the underwriters, to exercise its
due diligence responsibility under the Securities Act, and cause the Company’s officers, directors
and employees to supply all information (together with the Records, the “Information”) reasonably
requested by any such Inspector in connection with the preparation and filing of such registration
statement. Any of the Information which the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors
unless (1) the disclosure of such Information is necessary to avoid or correct a misstatement or
omission in the registration statement, (2) the release of such Information is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction or (3) such Information has been
made generally available to the public. The seller of Registrable Securities agrees that it will,
upon learning that disclosure of such Information is sought in a court of competent jurisdiction,
give notice to the Company and allow the Company, at the Company’s expense, to undertake
appropriate action to prevent disclosure of the Information it deems confidential.



          (k) Transfer Agent. Provide a transfer agent and registrar (which may be the same
entity and which may be the Company) for such Registrable Securities to the extent not already
provided.



          (l) Listing. Use its reasonable best efforts to list such Registrable Securities on
any securities exchange or automated quotation system on which any Shares of the Company are
listed.



          (m) SEC. Otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the Commission and make available to its security holders, as soon as reasonably
practicable, earnings statements (which need not be audited) covering a period of twelve months
beginning within three months after the effective date of the registration statement, which
earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act.



          (n) CUSIP. Not later than the effective date of any registration statement (the
“Registration Date”), provide a CUSIP number for the Securities registered under such registration
statement and provide the trustee with printed certificates for such Securities in a form eligible
for deposit with The Depository Trust Company.’



          (o) Furnish Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section 8 that the selling Holders shall furnish to the
Company such information as may be reasonably requested by the Company, including, but not



22









 




limited to, information regarding themselves, the Registrable Securities held by them, and the
intended method of disposition of such Securities as shall be required to timely effect the
registration of their Registrable Securities.




     8.4 Indemnification. In the event any Registrable Securities are included in a
registration statement under Sections 8:



          (a) By the Company. To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the partners, officers, directors, employees and agents of each Holder,
any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities (joint or several) or actions (“Liabilities”)
to which they may become subject under the Securities Act, the Exchange Act or other federal, state
or foreign law, insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements, omissions or violations
(collectively, a “Violation”):



               (i) any untrue statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto or any document incident to registration or qualification
of any securities of the Company;



               (ii) the omission or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading; or



               (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange
Act, any federal, state or foreign securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any federal, state or foreign securities law in connection with
the offering covered by such registration statement.


The Company will reimburse each such Holder, partner, officer, director, employee, agent,
underwriter or controlling Person of such Holder for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any such Liability;
provided, that the indemnity agreement contained in this subsection 8.4(a) shall not apply to
amounts paid in settlement of any such Liability if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable
in any such case for any such Liability to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with the preparation of such registration statement, preliminary
prospectus, final prospectus, amendments, supplement or document by such Holder, partner, officer,
director, employee, agent, underwriter or controlling Person of such Holder.




          (b) By Selling Holders. To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, officers, employees and agents and
each Person, if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under such registration statement or any of
such other Holder’s partners, officers, directors, employees or agents or any Person who



23









 




controls such Holder within the meaning of the Securities Act or the Exchange Act, against any
Liabilities to which the Company or any such director, officer, employee, agent, controlling
Person, underwriter or any such other Holder, partner, director, officer, employee or agent of such
other Holder may become subject under the Securities Act, the Exchange Act or other federal, state
or foreign law, insofar as such Liabilities arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder expressly for use in connection with
the preparation of such registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, employee, agent, controlling
person, underwriter or other Holder, partner, officer, director, employee, agent or controlling
person of such other Holder in connection with investigating or defending any such loss, claim,
damage, liability or action: provided, that the indemnity agreement contained in this subsection
8.4(b) shall not apply to amounts paid in settlement of any such Liability if such settlement is
effected without the consent of the Holder, which consent shall not be unreasonably withheld; and
provided, that the total amounts payable in indemnity by a Holder under this Section 8.4(b) or is
contributed under Section 8.4(e) shall not exceed the net proceeds actually received by such Holder
from the sale of the Registrable Securities effected pursuant to the related registration.




          (c) Notice. Promptly after receipt by an indemnified party under this Section 8.4 of
notice of the commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 8.4, deliver to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided, that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential conflicts of interest between
such indemnified party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall relieve such indemnifying party of liability to the
indemnified party under this Section 8.4 to the extent the indemnifying party is actually and
materially prejudiced as a result thereof, but the omission so to deliver written notice to the
indemnified party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 8.4.



          (d) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the
Company and the Holders are subject to the condition that, insofar as they relate to any Violation
made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with
the SEC at the time the registration statement in question becomes effective or the amended
prospectus filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity
agreement shall not inure to the benefit of any Person if a copy of the Final Prospectus was timely
furnished to the indemnified party and was furnished to the Person asserting the Liability at or prior to the
time such action is required by the Securities Act.



24









 





          (e) Contribution. If the indemnification provided for in this Section 8.4 is
unavailable to an indemnified party under Sections 8.4(a) or (b) with respect to any Liabilities
thereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall, to
the fullest extent permitted by law, contribute to the amount paid or payable by such indemnified
party as a result of such Liabilities in such proportion as is appropriate to reflect the relative
fault of such party in connection with the statements or omissions that resulted in such
Liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company and each selling Holder shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by such party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.


The Company and each selling Holder agrees that it would not be just and equitable if contribution
pursuant to this Section 8.4(e) were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of
the Liabilities referred to in Sections 8.4(a) and (b) shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.




9. CO-SALE RIGHTS.




     9.1 Co-Sale Right. (a) If any Shareholder or group of Shareholders (the “Selling
Shareholder(s)”), in one or a series of related transactions, proposes to sell, transfer, assign,
exchange or otherwise convey or dispose of all or a portion of the Shares of the Company, or rights
to acquire Shares of the Company, to a Person and/or its Affiliates which would result in such
Person and/or its Affiliates, collectively, holding a majority of all of the aggregate Ordinary
Class Shares outstanding at such time, calculated on an as-converted basis (collectively, the
“Outstanding Shares”), then the Selling Shareholder(s) shall promptly give written notice (the
“Co-Sale Notice”) to each of the other Shareholders at least fifteen Business Days prior to the
closing of such sale. The Co-Sale Notice shall describe in reasonable detail the proposed sale
including, without limitation, the number of shares to be sold or transferred (the “Co-Sale
Shares”), the nature of such sale, the consideration to be paid, and the name and address of each
prospective purchaser or transferee. Each other Shareholder shall have the right, exercisable upon
written notice to the Selling Shareholder(s) within ten Business Days after receipt of the Co-Sale
Notice, to participate in such sale of Co-Sale Shares on the same terms and conditions, including
to sell at the same price per share. To the extent one or more of the other Shareholders exercises
such right of co-sale (the “Co-Sale Right”) in accordance with the terms and conditions set forth
below, the number of Co-Sale Shares that the Selling Shareholder(s) may sell in the relevant
transaction shall be correspondingly reduced. The Co-Sale Right of each
Shareholder shall be subject to the following terms and conditions:



25









 





          (a) Each Shareholder may sell all or any part of that number of the Ordinary Class Shares,
Series A Preference Shares and/or Series B Preference Shares, as the case may be, held by such
Shareholder that is equal to the product obtained by multiplying the aggregate number of shares of
Co-Sale Shares set forth in the Co-Sale Notice by (y) a fraction, the numerator of which is the
aggregate number of Ordinary Class Shares held by such Shareholder at the time of the sale and the
denominator of which is the aggregate number of Ordinary Class Shares held by the Selling
Shareholder(s) and all other Shareholders which are exercising their Co-Sale Rights at such time.



          (b) For purposes of determining any calculations under this Section 9, the number of Ordinary
Class Shares held by any Shareholder or Shareholders, including the Selling Shareholder(s), shall
be calculated on an as-converted basis (e.g., taking into account the sum of the number of Ordinary
Class Shares held by such Shareholder at such time plus the number of Ordinary Class Shares that
would be held by such Shareholder upon conversion of such Shareholders’ Series A Preference Shares
and/or Series B Preference Shares, as applicable).



          (c) Each Shareholder shall effect its participation in the sale by promptly delivering to the
Secretary of the Company a written notice requesting the Secretary to revise the share ledger to
represent the proposed sale of shares to the prospective purchaser upon the closing of the proposed
sale. Such notice shall include the type and number of shares of Outstanding Shares of the Company
which such Shareholder elects to sell; provided, that if the prospective purchaser objects to the
delivery of Series A Preference Shares or Series B
Preference Shares in lieu of Ordinary Class Shares, such holder of Series A Preference Shares
and/or Series B Preference Shares, as the case may be, shall convert such Series A Preference
Shares and/or Series B Preference Shares, as the case may be, into Ordinary Shares and deliver that
number of Ordinary Shares as calculated as provided above. The Company agrees to make any such
conversion concurrent with the actual sale of such shares to the purchaser.



          (d) Upon receipt of notice from the Company that the transfer of such shares in the stock
ledger has occurred, the Selling Shareholder(s) shall concurrently therewith assign to each such
other Shareholder who shall have properly effected its Co-Sale Rights hereunder that portion of the
sale proceeds to which such Shareholder is entitled by reason of its participation in such sale. To
the extent that any prospective purchaser or purchasers prohibit such assignment of proceeds or
otherwise refuse to purchase shares or other securities from a Shareholder exercising its Co-Sale
Rights, the Selling Shareholder(s) shall not sell to such prospective purchaser or purchasers any
shares of Outstanding Shares of the Company unless and until, simultaneously with such sale, the
Selling Shareholder(s) shall purchase such shares of Outstanding Shares of the Company from such
other Shareholder or Shareholders, as the case may be.



          (e) Non-Exercise of Rights. To the extent any Shareholder does not elect to
participate in the sale of Co-Sale Shares in the time periods specified, the Selling Shareholder(s)
may, not later than 120 days following delivery to the other Shareholders of the Co-Sale Notice,
conclude a sale of the Co-Sale Shares on terms and conditions not materially more favorable to the
transferee than those described in the Co-Sale Notice.
Any proposed transfer on terms and conditions materially more favorable than those described
in the Co-Sale Notice or any sale of




26












 




such Co-Sale Shares after the 120 day period, shall be made only after compliance anew with
the provisions of this Section 9.




          (f) Termination. The Co-Sale Rights of the Shareholders shall terminate upon a Qualified IPO
(as such term is defined in the Amended and Restated Bye-laws).



10. Amendment.




     10.1 Amendment of Rights. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of (i) the Company (ii) Technology
Holdings, (iii) the Majority Second Lien Shareholders, (iv) the Majority Interest Second Lien
Lenders and (v) the Majority Note Purchaser Shareholders; provided, however, that
any amendment that adversely and disproportionately affects a Second Lien Lender or Second Lien
Shareholder, or increases the monetary obligations or liabilities of any such Second Lien Lender or
Second Lien Shareholder, shall require that Second Lien Lender’s or Second Lien Shareholder’s, as
the case may be, written consent.


11. Voting Arrangements.




     11.1 The Company and each of the Shareholders hereby agree to take such action necessary,
including voting or otherwise consenting with respect to the Shares owned by it, or cause any
Representatives designated by such Shareholder to take such action necessary, including voting or
otherwise consenting, as maybe required under applicable Bermuda law, to give full and timely
effect to (1) Bye-Law 3 of the Amended and Restated Bye-Laws with respect to the redemption of the
Preference Shares and (2) Section 12 of this Agreement.


12. Board of Directors.




     12.1 Technology Holdings shall have the right at any time prior to the consummation of the
Third Closing and as long as it continues to hold a majority of the outstanding Ordinary Class
Shares, calculated on an as-if converted basis, to appoint at least a majority of the directors of
the Managing Entities (as defined below). Subject to Sections 12.2(b) and 12.2(c), the holders of a
current majority in interest of the Loans excluding any holder of Loans that also holds Series B2
Preference Shares or Series B2 Ordinary Shares (the “Majority Interest Second Lien Lenders”), as a
group, shall be entitled by written notice to the Company to appoint one director to the board or
other governing body of each of the Company, Bermuda, Ltd. and Stratus, Inc., (the “Managing
Entities”) and such director shall be a member of each committee of such board or governing body
except to the extent such committee was formed to approve a transaction in which that director or
such director’s employer (or its Affiliate) has a material interest or to the extent prohibited by
applicable law. In addition, for so long as The Northwestern Mutual Life Insurance Company is a
holder of Loans, The Northwestern Mutual Life Insurance Company shall have the right to appoint a
designee that is an employee of The Northwestern Mutual Life Insurance Company or its Affiliate as
an observer to the boards and the committees of the Managing Entities. Such observer shall be
subject to all confidentiality and other information sharing limitations (including, without
limitation, any trading restrictions) applicable to any Director, and the Company shall not be
obligated to provide any information to such observer to



27









 





the extent doing so could reasonably be expected to jeopardize any privileges. In addition, by vote
of the majority of the Directors on an applicable board of any of the Managing Entities, such board
may, to the extent the Directors deem it in necessary in good faith, meet in executive session,
without the presence of any observer or other non-director persons, including in order to maintain
any such privilege.




     12.2 Subject to Sections 12.2(b) and 12.2(c), following the consummation of the Third Closing
(if applicable), the Majority Interest Second Lien Lenders, as a group, shall be entitled, by a
written notice to the Company, to appoint the majority of the directors on the board of each of the
Managing Entities (directors appointed by the Majority Interest Second Lien Lenders pursuant to
Sections 12.1 and 12.2, the “Second Lien Lender Designees”), provided that Technology Holdings
shall be entitled to appoint at least three directors to the Managing Entities (such persons, the
“Technology Holdings Designees”, and together with the Second Lien Lender Designees the
“Shareholder Designees”), at any time following the Third Closing.



          (a) The Company shall reimburse each of the Shareholder Designees for their reasonable
out-of-pocket expenses incurred by them for the purpose of attending meetings of the Managing
Entities or committees thereof.




          (b) Upon Discharge, the Majority Interest Second Lien Lenders shall cease to have the rights
to designate any directors to the Managing Entities pursuant to
Section 12.1 or Section 12.2,
provided, however, that the Second Lien Shareholders holding a current majority in
interest in the Series B Preference Shares shall, upon such Discharge, have the right to appoint
one director to the boards or other governing bodies of the Managing Entities, so long as at least
50% of the aggregate outstanding Series B Preference Shares as of the date of such Discharge remain
outstanding. The number of Directors on the boards of the Managing Entities shall be adjusted in
accordance with changes to or removal of the Shareholder Designees pursuant to this Section
12.2(b).




          (c) Each Second Lien Lender Designee must not be, at the time of their appointment to the
board of a Managing Entity, a competitor of the Company or its Affiliates, and if they become a
competitor of the Company or its Affiliates, they shall be automatically removed from the board of
each Managing Entity.




     12.3 Removal of Directors. Each Director is subject to removal at any time for any
reason, or for no reason, by (and only by) the Shareholder or Shareholders which designated such
director.



     12.4 Filling Vacancies. If at any time a vacancy is created on a board of a Managing
Entity by reason of the death, removal or resignation of any of the directors, the Shareholders
agree to take such action, within 20 days of such occurrences, to approve and elect director(s)
designated to fill such vacancy or vacancies in accordance with Sections 12.1 and 12.2.



     12.5 Material Decisions. For so long as the Majority Interest Second Lien Lenders have
the right to appoint a director to the boards of the Managing Entities pursuant to this Section 12,
any action that would require the approval of the board of directors or other governing body of a
Subsidiary of the Company and, in the reasonable judgment of the directors



28









 




on that board, would have a material effect on the Company or such Subsidiary shall require the
prior approval of the Board and the Company shall not permit any of its Subsidiaries from taking
any such material action without first obtaining such prior approval of the Board.




     12.6 Covenant to Vote. Each of the Shareholders shall vote the Shares then owned or
controlled by such Shareholder (i) at any annual or special general meeting of Shareholders of the
Company called for the purpose of voting on the election or removal of directors or (ii) by written
consent of Shareholders of the Company with respect to the election or removal of directors in
favor of the election of the directors nominated or the removal of the directors designated in
accordance with this Section 12.


13.  Environmental.




     13.1 The Company hereby affirmatively covenants to:



          (a) Provide prompt written notice to the Board and Second Lien Shareholders, of any
environmental, health or safety (“EHS”), event or matter reasonably likely to materially adversely
impact the Company’s operations, including, but not limited to notices of violations; fines or
assessments; citations; suits; written complaints or administrative actions alleging violations of
EHS laws; serious personal injury or property damage; unauthorized releases, spills or discharges
of any significant quantities of hazardous substances into the environment or conditions which may
cause the Company to operate in non-compliance with its EHS policies or applicable EHS laws;




          (b) Upon the reasonable request of any member of the Board, provide to the Board, a written report
describing the compliance of the Company with its EHS policies and applicable EHS laws, and
implement such improvements and corrections as may be necessary or appropriate, after consultation
with outside counsel and the Board, to maintain conformance with such policies and laws; and




          (c) Comply with all applicable statutes, laws, ordinances, rules, orders and regulations concerning
labor, industrial hygiene and EHS laws, except where the failure to so comply could not reasonably
be expected to have a material adverse effect on the condition (financial or otherwise), results of
operations, business, or properties of the Company.



14. General Provisions.




     14.1 Notices.



          (a) Except as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed
to have been duly given;




               (i) in the case of hand delivery to the address set forth below, on the next Business Day after
delivery;



               (ii) in the case of delivery by an internationally recognized overnight courier to the address
set forth below, freight prepaid, on the next Business Day after delivery;



29









 





               (iii) in the case of a notice sent by facsimile transmission to the number, and addressed as,
set forth below, on the next Business Day after delivery, if facsimile transmission is confirmed;
and



               (iv) in the case of a notice sent by email to the email address set forth below, on the date
of written acknowledgment of receipt of such email by the recipient.



          (b) In the event that notices are given pursuant to one of the methods listed in clauses (i)
through (iii) above, a copy of the notice should also be sent by email.




          (c) Contact details:





For the Company:




Technology Holdings Ltd

Milner House

18 Parliament Street

Hamilton, Bermuda HM12

Attn: Secretary

Fax: (441) 292-7880

Email: tgrant@chw.com




With a copy to:




Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attn: E. Michael Greaney, Esq.

         Steven Shoemate, Esq.

Fax: (212) 351-4035

Email: mgreaney@gibsondunn.com; sshoemate@gibsondunn.com




For the Ordinary Investors:




Stratus Holdings Limited

c/o Investcorp Management Services Limited 

P.O. Box 5340

Manama, Bahrain

Fax: + 973-536-541




Investcorp Stratus Limited Partnership

c/o Investcorp Management Services Limited

P.O. Box 5340

Manama, Bahrain

Fax: + 973-536-541



30









 






With a copy to:




Gibson, Dunn & Crutcher LLP 

200 Park Avenue 

New York, NY 10166 

Attn: David Rosenauer 

Fax: (212) 351-4035 

Email: drosenauer@gibsondunn.com




For MidOcean Capital Partners Europe, L.P.:




MidOcean Capital Partners Europe, L.P.

320 Park Avenue, 17th Floor

New York, NY 10022

Attn: Robert Sharp

Fax: (212) 497-1373

Email: rsharp@midoceanpartners.com




With a copy to:




Kirkland & Ellis, LLP

655 Fifteenth Street, N.W., Suite 1200

Washington, DC 20005

Attn: Mark Director, Esq.

Fax: (202) 879-5200

Email: mdirector@kirkland.com




For the Second Lien Shareholders:




At the address provided on each Second Lien Shareholder’s signature page
hereto.




With a copy to:




Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa St. — 30th Floor

Los Angeles, CA 90017

Attn: Brett Goldblatt

Fax: (213) 892-4471

Email: bgoldblatt@milbank.com




For the Note Purchaser Shareholders:




At the address provided on each Note Purchaser Shareholder’s signature
page hereto.



     Each Person making a communication hereunder by facsimile shall promptly confirm by telephone
to the Person to whom such communication was addressed each communication made by it by facsimile
pursuant hereto but the absence of such communication shall not affect the validity of any such
communication. A party may change or supplement the addresses given



31









 




above, or designate additional addresses, for purposes of this Section 14.1, by giving the other
parties written notice of the new address in the manner set forth above.




     14.2 Confidentiality. Each Shareholder agrees that, except as otherwise consented to
in writing by the Company, all information provided or furnished to it about the Company and its
Subsidiaries, including, without limitation, pursuant to this Section 14 or any of the information
or other rights under the Amended and Restated Bye-Laws, will be kept strictly confidential and
will not be disclosed by such Shareholder, or by any of its Representatives or employees, in any
manner whatsoever, in whole or in part, except that (a) each Shareholder shall be
permitted to disclose such information to those of its Representatives, investors, partners and
employees who need to know such information in connection with such Shareholder’s investment in the
Company and who are informed of the confidential nature of such information and agrees to be bound
with an obligation of confidentiality, (b) each Shareholder shall be permitted to disclose
information to the extent required by law, so long as such Shareholder shall have first afforded
the Company with a reasonable opportunity to contest the necessity of disclosing such information
and cooperates with any efforts of the Company to do so, (c) each Shareholder shall be permitted to
disclose information to a prospective transferee, only to the extent such information is necessary
for such transferee to analyze a potential investment in the Company, so long as such transferee is
informed of the confidential nature of such information and agrees to be bound by the
confidentiality obligations contained in this Section and (d) disclosure of information that is or
has become generally available to the public other than as a result of disclosure by or at the
direction of such Shareholder or its Representatives in violation of this Section 14.2.



     14.3 Survival of Representations, Warranties and Covenants. The respective
representations and warranties of the Company and the New Shareholders contained in this Agreement
and any certificate delivered pursuant hereto shall survive for six months after the Third Closing.



     14.4 Fees and Expenses. Except as otherwise provided herein, all fees and expenses
incurred in connection with or related to this Agreement and the transactions contemplated hereby
and thereby shall be paid by the party incurring such fees or expenses, whether or not such
transactions are consummated. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any
rights of such party arising from a breach of this Agreement by the other; provided,
however that Milbank, Tweed, Hadley and McCloy LLP shall be paid by the Company pursuant to
the terms of the fee letter between them and the Company, dated March 16, 2010.



     14.5 Entire Agreement. This Agreement, together with all the documents identified
herein, constitutes and contains the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings, duties or obligations, written or oral, among the parties respecting
the subject matter hereof; provided, however, that nothing in this Agreement shall
be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure
agreements executed by the parties hereto prior to the date hereof, which agreements shall continue
in full force and effect until terminated in accordance with their respective terms.



32









 





     14.6 Governing Law. This Agreement, and any claim, counterclaim or dispute of any kind
or nature whatsoever arising out of or in any way relating to this Agreement, directly or
indirectly, shall be governed by and construed exclusively in accordance with the internal laws of
the State of New York without regard to conflict of laws and choice of law.



     14.7 Submission to Jurisdiction; Waiver of Jury Trial. The Company and the
Shareholders hereby submit to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States for the Southern District of New York and appellate
courts from any thereof for purposes of all legal proceedings which may arise hereunder or under
any of the other documents entered into in connection herewith. The Company and the
Shareholders irrevocably waive, to the fullest extent permitted by law, any objection which it may
have or hereafter have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought in an inconvenient
forum. The Company and the Shareholders hereby consent to process being served in any such
proceeding by the mailing of a copy thereof by registered or certified mail, postage prepaid, to
its address specified in Section 14.1 or in any other manner permitted by law. THE COMPANY AND THE
SHAREHOLDERS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE COMPANY AND THE
SHAREHOLDERS.



     14.8 Severability. If any term, provision, agreement, covenant or restriction of the
Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions contemplated hereby is not effected in any manner materially adverse to any
party. Upon such a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.



     14.9 Third Parties. Nothing in this Agreement, express or implied, is intended to
confer upon any Person, other than the parties hereto and their permitted successors and assigns,
any rights or remedies under or by reason of this Agreement.



     14.10 Conflict with Bye-Laws. If, during the continuance of this Agreement, there
should be any conflict between the provisions of this Agreement and the provisions of the Bye-Laws,
the Shareholders shall join together to pass such resolutions as may be required to amend the
relevant provisions of the Bye-Laws so that such provisions of the Bye-Laws may accord with the
provisions of this Agreement and, failing such resolution, the provisions of this Agreement shall
prevail.



     14.11 Assignment. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Except pursuant to a



33









 




joinder as described in this Agreement, no party may assign its rights or obligations hereunder
without the prior written consent of the Company, the Majority Second Lien Shareholders and the
Majority Interest Second Lien Lenders, which consent shall not be unreasonably withheld or delayed;
provided, however, notwithstanding the foregoing, Technology Holdings shall be
entitled to assign any of its rights hereunder to any of its shareholders, including, without
limitation, to permit such shareholders to exercise the preemptive rights, registration rights and
Co-Sale Rights provided pursuant to Sections 7, 8 and 9 hereof directly, rather than indirectly
through Technology Holdings, provided that any such assignees agree to be bounder hereunder with
respect to such assigned rights and obligations. No assignment shall relieve the assigning party of
any of its obligations hereunder.




     14.12 Captions. The captions to sections of this Agreement have been inserted for
identification and reference purposes only and shall not be used to construe or interpret this
Agreement.



     14.13 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by facsimile of an executed counterpart of any signature page to this
Agreement to be executed hereunder shall have the same effectiveness as the delivery of a manually
executed counterpart thereof.



     14.14 Adjustments for Share Splits, Etc. Wherever in this Agreement there is a
reference to a specific number of shares of the Company, then, upon the occurrence of any
subdivision, combination, reverse split, share dividend, or the like of shares, the specific number
of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect
the affect on the outstanding shares of such class or series of share by such subdivision,
combination or share dividend.



     14.15 Public Announcements. Unless otherwise required by applicable law (based upon
the reasonable advice of counsel), no party to this Agreement shall make any public announcements
in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with
any news media without the prior written consent of the Company and Majority Second Lien Shareholders
(which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to
the timing and contents of any such announcement.



(signature page follows)




34











 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA

HOLDINGS LTD.
 	 
	 	By:  	 	 
	 	 	 
	 	By:  	/s/ Fred Prifty
 	 
	 	 	Name:  	Fred Prifty 	 
	 	 	Title:  	Vice President and Assistant Secretary 	 
	 
	 	TECHNOLOGY HOLDINGS LTD.
 	 
	 	By:  	 	 
	 	 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Name:  	[ILLEGIBLE] 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER
 	 
	 	By:  	DEUTSCHE BANK AG
 	 
	 	 	NEW YORK BRANCH
 	 
	 	By:  	DB Services New Jersey, Inc
 	 
	 	 	 
	 	By:  	/s/ Angeline Quintana
 	 
	 	 	Name:  	Angeline Quintana 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Deirdre D. Cesario
 	 
	 	 	Deirdre D. Cesario 	 
	 	 	Assistant Vice President 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER
 	 
	 	By:  	Transamerica Life Insurance Company
 	 
	 	 	 
	 	By:  	/s/ James K. Schaeffer
 	 
	 	 	Name:  	James K. Schaeffer 	 
	 	 	Title:  	Vice President
	 
	 	 	Address:  	
 4333 Edgewood Rd NE

Cedar Rapids, Iowa 52499 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER
 	 
	 	By:  	General Electric Capital Corporation
 	 
	 	 	 
	 	By:  	/s/ James N. Urbates
 	 
	 	 	Name:  	James N. Urbates 	 
	 	 	Title:  	Duly Authorized Signatory	 
	 	 	Address:  	General Electric Capital Corporation

500 West Monroe Street, 17th Floor

Chicago IL 60661 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER
 	 
	 	By:  	
T2 INCOME FUND CLO I LTD
 	 
	 	By:  	T2 ADVISERS, LLC  	 
	 	 	AS COLLATERAL MANAGER 	 
	 	 	 
	 	By:  	      /s/ SAUL ROSENTHAL
 	 
	 	 	Name:  	SAUL ROSENTHAL 	 
	 	 	Title:  	PRESIDENT	 
	 	 	Address:  	
 8 SOUND SHORE DR, SUITE 255

GREENWICH, CT 06832 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 










 





	 	 	 	 	 
	 	PARK WEST INVESTORS MASTER FUND, LIMITED

SECOND LIEN SHAREHOLDER
 	 
	 	By:  	PARK WEST ASSET MANAGEMENT LLC
 	 
	 	HS:	 INVESTMENT MANAGER 	 
	 
	 	 	 
	 	By:  	/s/ JAMES J. WATSON
 	 
	 	 	Name:  	JAMES J. WATSON 	 
	 	 	Title:  	CHIEF FINANCIAL OFFICER 
	 

	 	 	Address:  	900 Larkspur Landing Circle,  Suite 165

Larkspur, CA 94939

operations@parkwestllc.com 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	PARK WEST PARTNERS INTERNATIONAL, LIMITED

SECOND LIEN SHAREHOLDER
 	 
	 	By:  	PARK WEST ASSET MANAGEMENT LLC
 	 
	 	HS:	 INVESTMENT MANAGER 	 
	 	 	 
	 	By:  	/s/ JAMES J. WATSON
 	 
	 	 	Name:  	JAMES J. WATSON 	 
	 	 	Title:  	CHIEF FINANCIAL OFFICER
	 
	 	 	Address:  	
900 Larkspur Landing
Circle, suite 165

Larkspur, CA 94939

operations@parkwestllc.com 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

 	 
	 	By:  	 	 



					
	 	




ARES IIIR/IVR CLO LTD.



BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER



BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	ARES VR CLO LTD.




BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER



BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

 	 
	 	By:  	 	 



					
	 	




ARES VIR CLO LTD.




BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER



BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	ARES VII CLO LTD.




BY: ARES CLO MANAGEMENT VII, L.P., ITS INVESTMENT MANAGER



BY: ARES CLO GP VII, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

 	 
	 	By:  	 	 



					
	 	




ARES VIII CLO LTD.




BY: ARES CLO MANAGEMENT VIII, L.P., ITS INVESTMENT MANAGER



BY: ARES CLO GP VIII, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	ARES IX CLO LTD.




BY: ARES CLO MANAGEMENT IX, L.P., ITS INVESTMENT MANAGER



BY: ARES CLO GP IX, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH  J. BRUFSKY
 	 
	 	 	Name:  	SETH  J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

 	 
	 	By:  	 	 



					
	 	




ARES XI CLO LTD.




By: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER



By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER



By: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	ARES XII CLO LTD.




BY: ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER



BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

 	 
	 	By:  	 	 



					
	 	






CONFLUENT 2 LIMITED




BY: ARES PRIVATE ACCOUNT MANAGEMENT I, L.P., AS SUB-MANAGER



BY: ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, AS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.



BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER



BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 












 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER
 	 
	 	 	 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



					 	
	 	


ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.



BY: ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER



BY: ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT, LLC, ITS MANAGER

 
	 	By:  	/s/  SETH J. BRUFSKY
 	 	 
	 	 	Name:  	SETH J. BRUFSKY 	 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 	 
	 	 
	 	ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.



BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER



BY: ARES ENHANCED CREDIT OPPORTUNITIES
FUND MANAGEMENTS GP, LLC,
AS GENERAL PARTNER




BY: ARES MANAGEMENT LLC, ITS MANAGER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 	 
	 	 	Name:  	SETH J. BRUFSKY 	 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 	 
	 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER
 	 
	 	 	 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



					
	 	


ARES SPECIAL SITUATIONS FUND, L.P.



BY: ASSF MANAGEMENT, L.P., ITS GENERAL PARTNER



BY: ASSF OPERATING MANAGER, LLC, ITS GENERAL PARTNER



BY: ARES MANAGEMENT LLC, ITS SOLE MEMBER

 
	 	By:  	/s/ SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title :   AUTHORIZED SIGNATORY 	 
	 
	 	DF US BD HOLDINGS LLC

 	 
	 	By:  	/s/  SETH J. BRUFSKY
 	 
	 	 	Name:  	SETH J. BRUFSKY 	 
	 	 	Title :  AUTHORIZED SIGNATORY 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER


By: THE NORTHWESTERN MUTUAL LIFE 

        INSURANCE COMPANY

 	 
	 	By:  	
/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative	 
	 	 	Address:


The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Securities Department

Facsimile: (414) 665 - 7124

E-mail: privateinvest@northwesternmutual.com 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER By: CS CF Equity I LLC

 	 
	 	By:  	/s/  Joanne Fungaroli
 	 
	 	 	Name : Joanne Fungaroli 	 
	 	 	Title:  	Authorized Signatory	 
	 	 	
Address: c/o Capital Source CF LLC

4445 Willard Ave, 12th Floor

Chevy Chase, MD 20815

Attn:  Akim Grate 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

DMD Special Situations Funding LLC

By Capital Source Servicing LLC, as Servicer

 	 
	 	By:  	/s/ Joanne Fungaroli
 	 
	 	 	Name:  	Joanne Fungaroli 	 
	 	 	Title:  	Authorized Signatory	 
	 	 	Address: 	c/o Capital Source Servicing LLC

4445 Willard Ave, 12th Floor

Chery Chase, MD 20815

Attn: Akim Grete 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

By: JPMorgan High Yield Fund

 	 
	 	By:  	/s/ James P.Shanahan
 	 
	 	 	Name:	James P. Shanahan, Jr. 	 
	 	 	Title:  	Managing Director	 
	 	 	Address: 	8044 Montgomery Road,


Floor 05

Cincinnati, OH, 45236 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	GSO/PSI I, INC.



By: GSO/BLACKSTONE Debt Funds

Management LLC as Subadviser to FriedbergMilstein LLC

 	 
	 	By:  	/s/ Daniel H.Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:  	Authorized Signatory
	 
	 	 	Address: 280 Park Avenue, 11th Floor

New York, NY 10017 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 






	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER 	 
	 
	 	By: TPG Credit Opportunities Fund. L.P.

By: TPG Credit Opportunities Fund GP. L.P.

Its: General Partner

 
	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address: 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER 

 	 
	 	By:  	TPG Credit Opportunities Investors, L.P.
 	 
	 	By:  	                    TPG Credit Opportunities Fund GP, L.P. 
 Its: General Partner
 	 
	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER	 
	 	 	 
	 	By:  	TPG Credit Strategies Fund, L. P.
 	 
	 	By:  	                    TPG Credit Strategies GP, L. P. 
 Its: General Partner
 	 
	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Acuity Corporate Opportunity Master Fund Ltd.
 	 
	 
	 	By:  	/s/ John Hasnisch
 	 
	 	 	Name:  	John Hasnisch 	 
	 	 	Title:  	Portfolio Manager
 	 
	 	 	Address: 	  4 Greenwich office Park, 3rd Flr.

Greenwich, CT 06831 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	TICC CAPITAL CORP
 	 
	 
	 	By:  	/s/ Saul Rosenthal
 	 
	 	 	Name:  	SAUL ROSENTHAL 	 
	 	 	Title:  	PRESIDENT
 	 
	 	 	Address: 	 8 SOUND SHORE DR  SUITE 255

GREENWICH, CT 06830	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	Ulysses Partners, L.P.
 	 
	 
	 	By:  	/s/ David K. Sherman
 	 
	 	 	Name:  	David K. Sherman 	 
	 	 	Title:  	Authorized Agent as  Investment Adviser
 	 
	 	 	Address: 	  c/o Cohanzick Management LLC

427 Bedford Road Suite 230

Pleasantville, NY 10570 	 
	 



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	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	Cohanzick Absolute Return Master Fund, Ltd.
 	 
	 
	 	By:  	/s/ David K. Sherman
 	 
	 	 	Name:  	David K. Sherman 	 
	 	 	Title:  	Authorized Agent
 	 
	 	 	Address: 	 427 Bedford Road Suite 230

 Pleasantville, NY 10570  	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	Cohanzick Credit Opportunites Master Fund, Ltd.
 	 
	 
	 	By:  	/s/ David K. Sherman
 	 
	 	 	Name:  	David K. Sherman 	 
	 	 	Title:  	Authorized Agent
 	 
	 	 	Address: 	 427 Bedford Road Suite 230

Pleasantville, NY 10570  	 
	 



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	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	Ulysses Offshore Fund,Ltd.
 	 
	 
	 	By:  	/s/ David K. Sherman
 	 
	 	 	Name:  	David K. Sherman 	 
	 	 	Title:  	Authorized Agent as Investment Adviser
 	 
	 	 	Address: 	  c/o Cohanzick Management LLC

427 Bedford Road Suite 230

Pleasantville, NY 10570  	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	MFC Sentinel Corporate Bond Fund
 	 
	 
	 	By:  	/s/ Bryan C Krug
 	 
	 	 	Name:  	Bryan C Krug 	 
	 	 	Title:  	Sr. Vice President
 	 
	 	 	Address: 	 3200 Lamar


P.O. Box 29217

Sharwnee Mission, KS 66201-921  	 
	 



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	 	NOTE PURCHASER SHRAREHOLDER

 	 
	 	By:  	IVY FUNDS, INC.

High Income Fund
 	 
	 
	 	By:  	/s/ Bryan C Krug
 	 
	 	 	Name:  	Bryan C Krug 	 
	 	 	Title:  	Sr. Vice President
 	 
	 	 	Address:    	 3200 Lamar

P.O. Box 29217

Sharwnee Mission, KS 66201-9217  	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	The Hartford Mutual Funds, Inc. on behalf of
 	 
	 	 	The Hartford Strategic Income Fund

The Hartford High Yield Fund


The Hartford Income Fund
 	 






	 	 	 	 	 
	 	By: 	 Hartford Investment Management Company
 	 
	 	 	Its Sub-advisor 	 
	 	 	 
	 	By: 	/s/
Hugh T.M. Whelan
 	 
	 	 	Name:  	 Hugh T.M. Whelan 	 
	 	 	Title:  	 Managing Director
	 	 	Address:  	55 Farmington Avenue, 
Hartford, CT 06105 	 



[Signature Page to Subscription and Shareholders Agreement]


 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Hartford Series Fund, Inc. on behalf of
 	 
	 	 	Hartford High Yield HLS Fund
 	 
	 	  	By: Hartford Investment Management Company
 	 
	 	 	       Its Sub-advisor 	 







	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Hugh T.M. Whelan
 	 
	 	 	Name:  	Hugh T.M. Whelan 	 
	 	 	Title:  	Managing Director

	 	 	Address:  	55 Farmington Avenue,

 Hartford, CT 06105
 	 





[Signature Page to Subscription and Shareholders Agreement]



 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	Aviva Life and Annuity Co.
 	 
	 	 	 
	 	By:  	/s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst
	 	 	Address:  	699 Walnut Street
Suite 1700


Des Moines, IA 50309


 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Aviva Life and Annuity Co.
 	 
	 	 	 
	 	By:  	/s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst
	 	 	Address:  	699 Walnut Street


Suite 1700


Des Moines, IA 50309


 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Aviva Life and Annuity Co.
 	 
	 	 	 
	 	By:  	/s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst

	 	 	Address:  	699 Walnut Street


Suite 1700


Des Moines, IA 50309


 	 




[Signature Page to Subscription and Shareholders Agreement]


 









 






	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	FSITC
 	 
	 
	 	By:	 /s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst

	 	 	Address:  	699 Walnut Street


Suite 1700


Dos Maines, IA 50309


 	 




[Signature Page to Subscription and Shareholders Agreement]


 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Aviva Investors Global Securities Limited
 	 
	 	 	 
	 	By:	 /s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst


	 	 	Address:  	699 Walnut Street


Suite 1700


Dos Maines, IA 50309


 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Aviva Investors North America
 	 
	 	 	 
	 	BY:	 /s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst


	 	 	Address:  	699 Walnut Street


Suite 1700


Dos Maines, IA 50309


 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Northwest
Speciality High Yield Bond Fund
 	 
	 	 	 
	 	By:  	/s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst



	 	 	Address:  	699 Walnut Street


Suite 1700


Dos Maines, IA 50309


 	 


 [Signature Page to Subscription and Shareholders Agreement]


 









 









	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Northwest
Global Speciality High Yield
 	 
	 	 	 
	 	By:  	/s/ Troy Lewis
 	 
	 	 	Name:  	Troy Lewis 	 
	 	 	Title:  	Trade Operations Analyst


	 	 	Address:  	699 Walut Street


Suite 1700


Dos Maines, IA 50309


 	 	 


 [Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Restoration Holdings Ltd
 	 
	 	 	 
	 	By:  	/s/ Pamela M. Lawrence
 	 
	 	 	Name:  	Pamela M. Lawrence 	 
	 	 	Title:
Address:	Director

 325 Greenwich Ave


Greenwich, CT 06830 	 
	 



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	 	Park West Investors Master Fund, Limited

NOTE PURCHASER SHAREHOLDER

By: Park West Asset Management LLC

Its: Investment Manager

 	 
	 	By:  	/s/  JAMES J. WATSON
 	 
	 	 	Name:  	JAMES J. WATSON 	 
	 	 	Title:
Address:  	CHIEF FINANCIAL OFFICER

900 Larkspur Landing Circle


Suite 165

Larkspur, C/A 94939 	 
	 



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	 	Park West Partners International, Limited

NOTE PURCHASER SHAREHOLDER

By: Park West Asset Management LLC

Its: Investment Manager

 	 
	 	By:  	/s/  JAMES J. WATSON
 	 
	 	 	Name:  	JAMES J. WATSON 	 
	 	 	Title:
Address:  	CHIEF FINANCIAL OFFICER

900 Larkspur Landing Circle


Suite 165


Larkspur, C/A 94939 	 
	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	ICE Global Value Loans Master Fund Ltd
 	 
	 	By: 	 ICE Canyon LLC 	 
	 
	 	By:  	[ILLEGIBLE] 	 
	 	 	Name:
 	 	 
	 	 	Title:
 	 	 
	 	 	Address:
 	 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	                              Silver
Rock Financial LLC
 	 
	 	 	 
	 	By:  	                              /s/ Ralph Finerman
 	 
	 	 	Name:  	RALPH FINERMAN 	 
	 	 	Title:  	MANAGER
	 
	 	 	Address: 	1250 4TH ST
SANTA MONICA, CA 90401 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	SCHRODER ISF GLOBAL HIGH YIELD AECT#90008049
 	 
	 	 	 
	 	By:  	     /s/ Wesley A. Sparks
 	 
	 	 	Name:  	Wesley A. Sparks 	 
	 	 	Title:  	FUND MANAGER, SCHRODER ISF GLOBAL HIGH YIELD 

HEAD OF US FIXED INCOME	 
	 	 	Address:  	
871 THIRD AVENUE-22ND FLOOR


NEW YORK, NY 10022 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	SISF GLOBAL HIGH YIELD - US COMPOSITE PORTFOLIO  AECT# 90008005
 	 
	 	 	 
	 	By:  	
/s/ Wesley A. Sparks
 	 
	 	 	Name:  	WESLEY A. SPARKS 	 
	 	 	Title:  	HEAD OF US FIXED INCOME 	 
	 	 	Address:  	
871 THIRD AVENUE - 22ND FLOOR


NEW YORK, NY 10022 	 



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	 	KLS Diversified

Master Fund L.P. 	 
	 	NOTE PURCHASER SHAREHOLDER 

By: KLS Diversified Asset Management LP 

 	 
	 	By:  	/s/ Michael Zarrilli
 	 
	 	 	Name:  	Michael Zarrilli 	 
	 	 	Title:  	Chief Operating Officer 	 
	 	 	Address: 	 



[Signature Page to Subscription and Shareholders Agreement]





 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: AK Steel Master

       Pension Trust

 	 
	 	By:  	[ILLEGIBLE]
 	 
	 	 	Name:  	Penn capital Mgnt co 	 
	 	 	Title:  	Chief [ILLEGIBLE] Officer 	 
	 	 	Address: 	 



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	 	NOTE PURCHASER SHAREHOLDER

By: Stationary Engineers Local

       39 Pension Trust Fund

 	 
	 	By:  	 [ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO 	 
	 	 	Address: 	 



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	 	NOTE PURCHASER SHAREHOLDER

By: InDianapolis Power & Light

       Company Employees’ Retivement Plan

 	 
	 	By:  	[ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO 	 
	 	 	Address: 	 



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	 	NOTE PURCHASER SHAREHOLDER

By: The J.A. & (ILLEGIBLE)

       Albertson FounDation

 	 
	 	By:  	[ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO 	 
	 	 	Address: 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	     COLCORY FOUNDATION
 	 
	 	 	 
	 	By:  	
[ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Consulting Group Capital Markets Funds
 	 
	 	 	 
	 	By:  	
[ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Automotive Industries Pension Trust Fund
 	 
	 	 	 
	 	By:  	
[ILLEGIBLE]	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Maryland State Retirement Agency
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



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	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Sheet Metal Workers’ Pension Plan of Northern California
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Employees of Oneok, Inc. 
& Subsidiaries Retirement Plan
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	PENN CAPITAL MGMT 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Retirement Board of Allegheny County
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	Penn Capital Management 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	City of Bristol Employee Pension Fund
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	Penn Capital Management 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Sheet Metal Workers’ National Pension Fund
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	Penn Capital Management 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	South Carolina Retirement 

System Investement Commission
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	Penn Capital Management 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	2BLLC
 	 
	 	 	 
	 	By:  	     /s/ [ILLEGIBLE]
 	 
	 	 	Name:  	Penn Capital Management 	 
	 	 	Title:  	CCO
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

Evergreen High Income Fund





By: Evergreen Investments Management

Company LLC, solely as agent and not in its

individual capacity



Name: [ILLEGIBLE]

Title: Vice President

Address:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 









 









	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

Evergreen Income Advantage Fund




By: Evergreen Investments Management

Company LLC, solely as agent and not in its

individual capacity



Name: [ILLEGIBLE]

Title: Vice President

Address:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



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	 	NOTE PURCHASER SHAREHOLDER


Evergreen Multi Sector Income Fund




By: Evergreen Investments Management

Company LLC, solely as agent and not in its

individual capacity



Name: [ILLEGIBLE]

Title: Vice President

Address:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	NEW MOUNTAIN GUARDIAN (Leveraged), LLC	 
	 	 	 
	 	By:  	     /s/ ROB HAMWEE
 	 
	 	 	Name:  	ROB HAMWEE 	 
	 	 	Title:  	MANAGING DIRECTOR	 
	 	 	Address:  	787 Seventh Avenue
49th
FL.

NY., NY. 10019 	 
	 



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	 	NOTE PURCHASER SHAREHOLDER


 	 
	 	
By:	 MFC Global Investment Management, a

Division of Elliot & Page Limited for and

on behalf of Brompton VIP Income Fund  	 
	 	 	 
	 	By:  	     /s/ Konstantin Kizanov
 	 
	 	 	Name:  	Konstantin Kizanov 	 
	 	 	Title:  	AUP, Portfolio Manager
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	
 MFC Global Investment Management, a

Division of Elliot & Page Limited for and

on behalf of Brompton Advantage VIP Income Fund 	 
	 	 
	 	By:  	     /s/ Konstantin Kizanov
 	 
	 	 	Name:  	Konstantin Kizanov 	 
	 	 	Title:  	AUP, Portfolio Manager
 	 
	 	 	Address: 	 	 



[Signature Page to Subscription and Shareholders Agreement]




 









 








	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER


By: State of Indiana / Major Moves

        Construction Fund

 	 



	 	 	 	 	 
	 	By:  	     /s/ Mike Bishof
 	 
	 	 	Name:  	Mike Bishof 	 
	 	 	Title:  	COO
	 
	 	 	Address: 	LCP 	 



[Signature Page to Subscription and Shareholders Agreement]





 













 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: NVIT Multi - Sector Bond Fund
 	 
	 	 	 
	 	By:  	/s/  Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO
	 
	 	 	Address: LCP 	 
	 



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	 	NOTE PURCHASER SHAREHOLDER

By: Multi-Style Multi-[ILLEGIBLE] Funds PLC
 	 
	 	 	 
	 	By:  	/s/ Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO
	 
	 	 	Address: LCP 	 



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	 	NOTE PURCHASER SHAREHOLDER

By: American Air Liquide Holdings, Inc.
 	 
	 	 	 
	 	By:  	/s/ Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO
	 
	 	 	Address: LCP 	 



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	 	NOTE PURCHASER SHAREHOLDER


BY: American Beacon High Yield Bond Fund
 	 
	 	 	 
	 	By:  	/s/ Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO
	 
	 	 	Address: LCP 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Suzuka RNKA Kilimanjaro
 	 
	 	 	 
	 	By:  	/s/ Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO
	 
	 	 	Address: LCP 	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: CALPERS High Yield Bond Fund
 	 
	 	 	 
	 	By:  	/s/
Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO	 
	 	 	Address: LCP 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: The Kroger Co. Master Retirement Savings Trust
 	 
	 	 	 
	 	By:  	/s/
Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO	 
	 	 	Address: LCP 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Logan Circle Partner High Yield L.P.
 	 
	 	 	 
	 	By:  	/s/ Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO	 
	 	 	Address: LCP 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Weingar Foundation
 	 
	 	 	 
	 	By:  	/s/ Michael Bishof
 	 
	 	 	Name:  	Michael Bishof 	 
	 	 	Title:  	COO	 
	 	 	Address: LCP 	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER 

By: Battery Park High Yield Opportunity Strategic Fund, Ltd.

 	 
	 	By:  	
/s/ David Crall
 	 
	 	 	Name:  	David Crall 	 
	 	 	Title:  	Portfolio Manager	 
	 	 	Address: Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	 NOTE PURCHASER SHAREHOLDER

By: Battery Park High Yield Opportunity Master Fund Ltd.

 
	 	 	 
	 	By:  	                               /s/ David Crall
 	 
	 	 	Name:  	David Crall 	 
	 	 	Title:  	Portfolio Manager	 
	 	 	Address: Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Nomura Cayman High Yield Fund

 	 
	 	 	 
	 	By:  	                              /s/ Amy Yu
 	 
	 	 	Name:  	Amy Yu 	 
	 	 	Title:  	Portfolio Manager	 
	 	 	Address: Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B


18th Floor, New York, NY 10281 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Stichting Pensioenfonds Metaal en Techniek (PMT)

 	 
	 	By:  	                           /s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:  	Portfolio Manager	 
	 	 	Address: Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center , Building B

18th Floor, New York, NY 10281 
	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By: 	
Stichting Pensioenfonds Hoogovens (SPH)

 	 
	 	By: 	 /s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:  	Portfolio Manager

	 	 	Address: 	Nomura Corporate Research and

Asset Management Inc. , as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By: 	GMAM Investments Funds Trust - #7MS7
 	 
	 	 	 
	 	By:	/s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:  	Portfolio Manager
	 	 	Address: 	Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
	 
	 	By: 	The Regents of the University of
California

 	 
	 	By:	/s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:  	Portfolio Manager	 
	 	 	Address: 	Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	High Yield Bond Open Fund Mother Fund
 	 
	 	 	 
	 	By:  	/s/ Stephen Kotsen
 	 
	 	 	Name:	Stephen Kotsen 
	 	 	Title:
Address:   	Portfolio Manager

Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10231 	 
	 



[Signature Page to Subscription and Shareholder Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Nomura US Attractive Yield Corporate

       Bond Fund Mother Fund

 	 
	 	By: /s/ Stephen Kotsen
 	 
	 	Name:  	Stephen Kotsen 	 
	 	Title:
Address:  	Portfolio Manager

 Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 	 
	 



[Signature
Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: L-3 Communications Corporation

       Master Trust
	 
	 	 	 
	 	By:  	/s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:
Address:  	Portfolio Manager

Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Barclays Global High Yield Bond Fund

 	 
	 	 	 
	 	By:  	/s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:
Address:  	Portfolio Manager

 Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th  Floor, New York, NY 10281 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Montgomery County Employees’ Retirement

       System

 	 
	 	 	 
	 	By:  	/s/ Stephen Kotsen
 	 
	 	 	Name:  	Stephen Kotsen 	 
	 	 	Title:	Portfolio Manager	 
	 	 	Address: 	
 Nomura Corporate Research and

Asset Management Inc., as

Investment Advisor

2 World Financial Center, Building B

18th Floor, New York, NY 10281 	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Structured Asset-Booked Linked Trust
 	 
	 	 	 
	 	By:  	/s/  Frank Koster
 	 
	 	 	Name:  	Frank Koster 	 
	 	 	Title:  	Chief Investment Officer
	 
	 	 	Address:  	100 Bank Street

Burlington, VT	 



[Signature Page to Subscription and Shareholders Agreement]


 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Principal Linked Investment Defeased Trust
 	 
	 	 	 
	 	By:  	/s/  Frank Koster
 	 
	 	 	Name:  	Frank Koster 	 
	 	 	Title:  	Chief Investment Officer
	 
	 	 	Address: 	100 Bank Street

Burlington, VT
	 



[Signature Page to Subscription and Shareholders Agreement]


 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Old Mutual Dwight High Yield Fund
 	 
	 	 	 
	 	By:  	/s/  Frank Koster
 	 
	 	 	Name:  	Frank Koster 	 
	 	 	Title:  	Chief Investment Officer
	 
	 	 	Address:  	100 Bank Street

Burlington, VT	 



[Signature Page to Subscription and Shareholders Agreement]


 









 



















	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: The Dwight High Yield Fund
 	 
	 	 	 
	 	By:  	/s/  Frank Koster
 	 
	 	 	Name:  	Frank Koster 	 
	 	 	Title:  	Chief Investment Officer
	 
	 	 	Address:  	100 Bank Street

Burlington, VT
	 



[Signature Page to Subscription and Shareholders Agreement]


 









 






	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: State Street Bank And Trust Company as directed 


       trustee for the DuPont Pension Trust
 	 
	 	 	 
	 	By:  	/s/
[ILLEGIBLE]	 
	 	 	Name:  	[ILLEGIBLE] 	 
	 	 	Title:  	VP
	
	 	  	Address: 	 



[Signature Page to Subscription and Shareholders Agreement]


 










 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Newport Global Credit  Fund (Master) LP
 	 
	 
	 	By:  	/s/ Roger A May
 	 
	 	 	Name:  	Roger A May 	 
	 	 	Title:  	Sr. Managing Partner	 
	 	 	Address: 21 Waterway #150

The Woodlands, TX 77380 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	JPMorgan High Yield Fund
 	 
	 	 	 
	 	By:  	/s/ James  E.  Gibson
 	 
	 	 	Name:  	James  E.  Gibson 	 
	 	 	Title:  	Managing Director	 
	 	 	Address: 
	8044 Montgomery Rd

Cincinnati, OH 45236	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Pacholder High Yeild Fund
 	 
	 	 	 
	 	By:  	/s/ James  E.  Gibson
 	 
	 	 	Name:  	James  E.  Gibson 	 
	 	 	Title:  	Managing Director	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Southern UTE Permanent Fund
 	 
	 	 	 
	 	By:  	/s/ James  E.  Gibson
 	 
	 	 	Name:  	James  E.  Gibson 	 
	 	 	Title:  	Managing Director	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 	By:  	Comminyled Pension Trust Fund (High Yield)
 	 
	 	 	 
	 	By:  	/s/ James  E.  Gibson
 	 
	 	 	Name:  	James  E.  Gibson 	 
	 	 	Title:  	Managing Director	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Louisiana State Employee’s Retirement System

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	 Managing Director
	 
	 	 	Address:  	 8044 Montgomery Rd

Cincinnati, OH 45236 	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: National Railroad Retirement Investment Trust

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	 Managing Director
	 
	 	 	Address:   	 8044 Montgomery Rd


Cincinnati, OH 45236 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Principal Funds Inc. — High Yield Fund I

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	Managing Director 	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: JPMorgan Strategic Income Opportunities Fund

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	Managing Director
	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: JPMorgan Income Opportunity Fund

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	Managing Director
	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: AST-JPMorgan Strategic Opportunities Port-SIOF Distressed

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	 Managing Director
	 
	 	 	Address: 
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: JPMorgan US High Yield Bond Mother Fund

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title: 	Managing Director
	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: JPMorgan High Yield US Dollar Mother Fund

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title: 	Managing Director
	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER

By: Nomura Currency Fund — US High Yield Bond

 	 
	 	By:  	/s/ James E. Gibson
 	 
	 	 	Name:  	James E. Gibson 	 
	 	 	Title:	 Managing Director	 
	 	 	Address:  
	8044 Montgomery Rd

Cincinnati, OH 45236	 
	 



[Signature Page to Subscription and Shareholders Agreement]




 











 




	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	AXA Premier Vip Trust
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief Legal & Compliance Officer


Address: c/o Post Advisory Group

                1620
26th st, Ste 6500 North

                Santa Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	Post Traditional High Yield Fund, L.P.
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief Legal & Compliance Officer


Address: c/o Post Advisory Group, LLC

               1620 26th Street, Suite 6500 North

               Santa Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	Timken  Company Collective Investment Trust for Retirement Trust
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief Legal and Compliance Officer


Address:  c/o Post Advisory Group, LLC

                
1620 26th Street, Suite 6500 North

                
Santa
Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	South Carolina Retirement System Investment Commission
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief Legal & Compliance Officer


Address: c/o Post Advisory Group LLC

               
1620 26th st, Ste 6500 North

               
Santa Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	National Telecommunications Cooperative Association
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief Legal & Compliance Officer


Address: c/o Post Advisory Group, LLC

                1620 26th Street, Suite 6500 North

                Santa Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 







	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	Post High Yield Plus Master Fund L.P.
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief of Legal & Compliance Officer


Address: c/o Post Advisory Group, LLC

                 
1620 26th Street, Suite 6500 North

                  Santa Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER
 	 
	 
	 	By:  	THYSSENKRUPP
 	 
	 	 	 
	 	By:  	/s/ Sanije Perrett
 	 
	 	 	Name:  	Sanije Perrett 	 
	 	 	Title: Chief Legal & Compliance Officer


Address: c/o Post Advisory Group, LLC

               
1620 26th
Street, Suite 6500 North

               
Santa Monica, CA 90404 	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER


By: Longhorn Credit Funding, LLC

 	 
	 	By:  	/s/ Mark K. Okada
 	 
	 	 	Name:  	Mark K. Okada 	 
	 	 	Title:  	Executive Vice President

 	 
	 	 	Address:  	
 Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER


By: Jefferies High Yield Trading, LLC

 	 
	 	By:  	/s/ Robert J. Welch
 	 
	 	 	Name:  	Robert J. Welch 	 
	 	 	Title:  	Chief Financial Officer
 	 
	 	 	Address:  	
 Jefferies High Yield Trading, LLC 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	NOTE PURCHASER SHAREHOLDER



By: Jefferies & Co., Inc.

 	 
	 	By:  	/s/ Robert J. Welch
 	 
	 	 	Name:  	Robert J. Welch 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Address:  	
 Jefferies & Co., Inc. 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	FRIEDBERGMILSTEIN PRIVATE

CAPITAL FUND I


By: GSO/BLACKSTONE Debt Funds


Management LLC as Subadviser to

FriedbergMilstein LLC

 	 
	 	By:  	/s/ Daniel H. Smith
 	 
	 	 	Name:  	Daniel H. Smith 	 
	 	 	Title:   	 Authorized Signatory
 	 
	 	 	Address:   	
 280 Park Avenue, 11th Floor 

New York, NY 10017 	 



[Signature Page to Subscription and Shareholders Agreement]



 









 





	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER


By: CAPITALSOURCE FINANCE LLC [1]

 	 
	 	By:  	/s/ Joanne Fungaroli
 	 
	 	 	Name:  	Joanne Fungaroli 	 
	 	 	Title:  	Authorized Signatory



 	 
	 	 	Address:   	4445 Willard Ave.,
12th Fl.

Chevy Chase, MD 20815
	 
	 	[1] Note that CapitalSource Finance
LLC’s Permitted 
      Designee hereunder is
CS CF Equity I LLC 	 



[Signature Page to Subscription and Shareholders Agreement]




 











 





Schedule 3.1(b)





	1.	 	Shareholders Agreement, dated as of May 23, 2002, by and among Stratus Technologies Bermuda
Holdings Limited (as successor to Stratus Technologies Group, S.A.), the Ordinary Investor,
the Series A Investors, the Series B Investors and the Management Shareholders.






	2.	 	Stock Option Agreements, each between Stratus Technologies Bermuda Holdings Limited (in
certain cases, as successor to Stratus Technologies Group, S.A.) and the other party thereto,
and each entered into pursuant to a stock incentive plan of Stratus Technologies, Inc., or an
affiliate thereof.






	3.	 	Stock Incentive Plan of Stratus Technologies, Inc., first established on March 29, 1999, as
amended and restated on February 24, 2009.






	4.	 	Share Purchase and Shareholder Agreements, each between Stratus Technologies Bermuda Holdings
Limited (in certain cases as successor to Stratus Technologies Group, S.A.) and the other
party thereto.






	5.	 	Put Option Agreements, each between Stratus Technologies Bermuda Holdings Limited (in certain
cases, as successor to Stratus Technologies Group, S.A.) and the other party thereto.




 









 











Exhibit A 




NEW SHAREHOLDER JOINDER AGREEMENT




     Reference is hereby made to the Subscription and Shareholders Agreement, dated as of
[____], (as amended from time to time, the “Shareholders Agreement”), among Stratus Technologies
Bermuda Holdings Ltd., a Bermuda limited liability company (the “Company”), Technology Holdings
Ltd., a Bermuda limited liability company and the Company’s majority shareholder (“Technology
Holdings”), and the Persons listed on the signature pages thereto (together with their permitted
transferees, successors and assignees, and collectively with Technology Holdings, the
“Shareholders”).



      Pursuant to and in accordance with Section 5 of the Shareholders Agreement, the
undersigned hereby agrees that upon the execution of this joinder agreement, it shall become a
party to the Shareholders Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Shareholders Agreement as though an original party thereto
and shall be deemed to be a Second Lien Shareholder or Note Purchaser Shareholders, as applicable,
of the Company for all purposes thereof.



     Capitalized terms used herein without definition shall have the meanings ascribed thereto in
the Shareholders Agreement.



	 	 	 	 	 
	 	SECOND LIEN SHAREHOLDER

 	 
	 	By:  	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 
	 	NOTE PURCHASER SHAREHOLDER

 	 
	 	By:  	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 



 









 






	 	 	 	 	 



Exhibit B 




SHAREHOLDER JOINDER AGREEMENT




     Reference is hereby made to the Subscription and Shareholders Agreement, dated as of
[____], (as amended from time to time, the “Shareholders Agreement”), among Stratus Technologies
Bermuda Holdings Ltd., a Bermuda limited liability company (the “Company”), Technology Holdings
Ltd., a Bermuda limited liability company and the Company’s majority shareholder (“Technology
Holdings”), and the Persons listed on the signature pages thereto (together with their permitted
transferees, successors and assignees, and collectively with Technology Holdings, the
“Shareholders”).




      Pursuant to and in accordance with Section 5 of the Shareholders Agreement, the
undersigned hereby agrees that upon the execution of this joinder agreement, it shall become a
party to the Shareholders Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Shareholders Agreement as though an original party thereto
and shall be deemed to be a Shareholder of the Company for all purposes thereof.



     Capitalized terms used herein without definition shall have the meanings ascribed thereto in
the Shareholders Agreement.



	 	 	 	 	 
	 	SHAREHOLDER

 	 
	 	By:  	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address: