EX-10.46



 Exhibit 10.46 

AMENDED & RESTATED 

STOCKHOLDERS’ AGREEMENT 

February 12, 2013 
 among

 SIRVA, INC. 
 and 

THE STOCKHOLDERS NAMED HEREIN OR BOUND HEREBY 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1. DEFINITIONS
	  	 	1	  
			
	 1.1.
	 	Defined Terms	  	 	1	  
			
	 1.2.
	 	Other Definitional Provisions; Interpretation	  	 	8	  
		
	 SECTION 2. CORPORATE GOVERNANCE
	  	 	8	  
			
	 2.1.
	 	Board of Directors	  	 	8	  
			
	 2.2.
	 	Certificate of Incorporation and By-Laws	  	 	10	  
			
	 2.3.
	 	Voting Matters	  	 	10	  
		
	 SECTION 3. INFORMATION REQUIREMENTS
	  	 	10	  
			
	 3.1.
	 	Annual, Quarterly and Monthly Reports	  	 	10	  
			
	 3.2.
	 	Certain Inspection Rights	  	 	11	  
			
	 3.3.
	 	Confidentiality	  	 	12	  
		
	 SECTION 4. TRANSFERS AND ISSUANCES
	  	 	12	  
			
	 4.1.
	 	Limitations on Transfer	  	 	12	  
			
	 4.2.
	 	Transfers to Affiliates	  	 	13	  
			
	 4.3.
	 	Effect of Void Transfers	  	 	13	  
			
	 4.4.
	 	Legend on Securities	  	 	13	  
			
	 4.5.
	 	Tag-Along Rights	  	 	14	  
			
	 4.6.
	 	Public Offerings, etc	  	 	16	  
			
	 4.7.
	 	Drag-Along Rights	  	 	16	  
			
	 4.8.
	 	Participation Rights	  	 	17	  
			
	 4.9.
	 	Required Capital Contributions by Stockholders upon Certain Sales	  	 	19	  
			
	 4.10.
	 	Right of First Refusal	  	 	20	  
		
	 SECTION 5. COVENANTS
	  	 	22	  
			
	 5.1.
	 	Certain Negative Covenants	  	 	22	  
			
	 5.2.
	 	Certain Affirmative Covenants	  	 	23	  
		
	 SECTION 6. MISCELLANEOUS
	  	 	24	  
			
	 6.1.
	 	Additional Securities Subject to Agreement	  	 	24	  
			
	 6.2.
	 	Termination	  	 	24	  


  
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	 6.3.
	 	Injunctive Relief	  	 	24	  
			
	 6.4.
	 	Other Stockholders’ Agreements	  	 	24	  
			
	 6.5.
	 	Amendments	  	 	24	  
			
	 6.6.
	 	Successors, Assigns and Transferees	  	 	25	  
			
	 6.7.
	 	Notices	  	 	25	  
			
	 6.8.
	 	Integration	  	 	25	  
			
	 6.9.
	 	Severability	  	 	25	  
			
	 6.10.
	 	Counterparts	  	 	25	  
			
	 6.11.
	 	Governing Law, Etc	  	 	26	  
			
	 6.12.
	 	Additional Management Stockholders	  	 	26	  
			
	 6.13.
	 	Director Stockholders	  	 	26	  
			
	 6.14.
	 	Lender Relationship	  	 	26	  


  
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 This AMENDED & RESTATED STOCKHOLDERS’ AGREEMENT, dated as of February 12,
2013, is entered into by and among SIRVA, Inc. (the “Company”), the stockholders of the Company identified on Schedule A hereto (the “Original Stockholders), certain other holders of Common Stock as of the date hereof
and any other holder of Common Stock that may become a party to this Agreement after the date hereof and pursuant to the terms hereof (collectively, the “Stockholders”). 

W I T N E S S E T H: 

WHEREAS, that certain Stockholders’ Agreement dated as of May 12, 2008 was, pursuant to the Plan, deemed valid, binding and
enforceable in accordance with its terms by and among the Company and the stockholders named therein or bound thereby (together with the First Amendment thereto dated as of August 21, 2008 and the Second Amendment thereto dated as of
July 1, 2010, the “Original Agreement”), with each holder of Common Stock to be bound thereby without need for execution by any party other than the Company; 

WHEREAS, Section 5.5 of the Original Agreement provides that the Original Agreement may generally be amended by a written instrument
signed by the Company and stockholders beneficially owning a majority of the then outstanding shares of Common Stock beneficially owned by all stockholders; 

WHEREAS, Section 5.5 of the Original Agreement provides that the approval of stockholders beneficially owning two-thirds of the then
outstanding shares of Common Stock beneficially owned by all stockholders is required with respect to an amendment to Section 4 (Transfers and Issuances), any applicable definition in Section 1, Section 5.5 (Amendments),
Section 5.8 (Integration) or Section 5.14 (Lender Relationship); and 
 WHEREAS, the Company and stockholders beneficially owning
two-thirds of the currently outstanding shares of Common Stock beneficially owned by all stockholders wish to amend the Original Agreement as set forth below. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 

SECTION 1. DEFINITIONS 
 1.1. Defined
Terms. As used in this Agreement, terms defined in the heading and the recitals shall have their respective assigned meanings, and the following capitalized terms shall have the meanings ascribed to them below: 

“2012 Plan” shall mean that certain SIRVA, Inc. 2012 Stock Incentive Plan, as such plan may be amended from time to time in
accordance with its terms. 
 “ABL Credit Agreement” means that certain credit agreement dated on or about March 17,
2011, among SIRVA Worldwide, Inc., certain of its Wholly-Owned Subsidiaries, the Company, the “Lenders” under (and as defined in) the ABL Credit Agreement and Wells Fargo Capital Finance, LLC, as the “Administrative Agent” under
the ABL Credit Agreement, as 

  
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amended, restated, supplemented, refinanced, refunded, renewed, extended or otherwise modified from time to time (including, without limitation, any revolving credit facility or term loan
facility entered into in connection with such supplement, refinancing, refunding, renewal, extension, or modification). 

“Accredited Investor” shall mean an “Accredited Investor,” as defined in Regulation D promulgated under the
Securities Act, or any successor rule then in effect. 
 “Acquisition Debt Leverage” means the quotient of (a) Debt
Proceeds from a Debt Offering made in connection with an acquisition by the Company and its Subsidiaries, divided by (b) the sum of (i) EBITDA of the acquired entity or assets in such acquisition, plus (ii) any pro forma synergies
resulting from such acquisition, in each case, as determined by the Company in good faith. 
 “Additional Offer Notice”
shall have the meaning set forth in Section 4.10(b). 
 “Affiliate” (a) shall mean, with respect to any Person,
any Person that directly or indirectly controls, is controlled by or is under common control with, such Person or any Immediate Family Member of such Person; and (b) shall also include, with respect to any Person who is an individual, a trust
the beneficiaries of which, or a corporation or partnership the stockholders or limited or general partners of which, include only such individual and/or such individual’s Immediate Family Members. 

“Agreement” shall mean this Amended & Restated Stockholders’ Agreement, as the same may be amended,
supplemented or otherwise modified from time to time. 
 “Applicable Corporation Law” shall have the meaning set forth in
Section 6.11. 
 “Aurora” shall mean Commercial Finance Services 1107, LLC. 

“Aurora Designees” shall have the meaning set forth in Section 2.1(a)(i). 

“Aurora/EGI Ownership Condition” shall mean (i) in the case of Aurora, that Aurora and its Affiliates (including any
Permitted Transferees thereof) have not Transferred (other than any Transfer in connection with a mortgage, pledge or hypothecation) an aggregate number of shares of Common Stock that results in such parties no longer owning an aggregate number of
shares of Common Stock representing at least 50% of the shares of Common Stock owned by such parties in the aggregate on the date hereof or (ii) in the case of the EGI Entities, that the EGI Entities and their respective Affiliates (including
any Permitted Transferees thereof) have not Transferred (other than any Transfer in connection with a mortgage, pledge or hypothecation) an aggregate number of shares of Common Stock that results in such parties no longer owning an aggregate number
of shares of Common Stock representing at least 50% of the shares of Common Stock owned by such parties in the aggregate on the date hereof. 

“Aurora/EGI Pro Rata Fraction” shall mean the fraction, the numerator of which is the total number of shares of Common Stock
owned by such Aurora/EGI Stockholder, and the denominator of which is the total number of shares of Common Stock held by all Aurora/EGI Stockholders, in each case as of the date of the Offer Notice. 

  
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 “Aurora/EGI Stockholders” means the EGI Entities and Aurora, collectively;
provided that the EGI Entities or Aurora, as the case may be, will cease to be an Aurora/EGI Stockholder for all purposes hereunder at such time as such party ceases to satisfy the Aurora/EGI Ownership Condition. 

“Aurora/EGI Stockholder Acceptance Notice” shall have the meaning set forth in Section 4.10(c). 

“Aurora/EGI Stockholder Option Period” shall have the meaning set forth in Section 4.10(c). 

“Bankruptcy Code” shall mean the Bankruptcy Reform Act of 1978, as heretofore amended, and codified as 11 U. S.C. §
§ 101 et seq. 
 “Beneficial Owner”, “beneficially own” and “beneficial
ownership” shall have the meanings set forth in Rule 13d-3 under the Exchange Act. 
 “Board” shall have the
meaning set forth in Section 2.1(a). 
 “Business Day” shall mean a day other than a Saturday, Sunday, federal or New
York State holiday or other day on which commercial banks in New York City are authorized or required by law to close. 

“Buyer” shall have the meaning set forth in Section 4.10. 

“Cause” shall mean (i) willful malfeasance or willful misconduct by a director in connection with the performance of his
duties as such, (ii) the commission by a director of (a) a felony or (b) a misdemeanor involving moral turpitude or (iii) a determination by a court of competent jurisdiction in the United States that such director, as such or in
any other capacity (whether or not relating to the Company), breached a fiduciary duty owed by him or her to another Person. 

“Certificate of Designations” means the Company’s Certificate of Designations, Preferences, and Relative, Optional and
other Special Rights of Series A Preferred Stock, as the same may be amended from time to time. 
 “Change in Ownership”
has the meaning set forth in the Certificate of Designations. 
 “Common Stock” shall mean the common stock, par value $.01
per share, of the Company. 
 “Common Stock Equivalents” shall mean any warrants, rights, calls, options or other
securities exchangeable or exercisable for, or convertible into, Common Stock. 
 “Company” shall have the meaning set
forth in the preamble hereto. 
 “Company Acceptance Notice” shall have the meaning set forth in Section 4.10(b). 


  
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 “Company Option Period” shall have the meaning set forth in
Section 4.10(b). 
 “Company Competitor” shall mean any Person that is primarily engaged in any business that competes
with the business of the Company in the moving and relocation services industry. 
 “Control Transaction” shall mean the
consummation of any transaction as a result of which a Person or group of Persons (other than parties to this Agreement and their Affiliates) obtains the right to elect a majority of the Board of Directors of a Person or beneficial ownership of a
majority of the voting power of the outstanding Voting Securities of such Person. 
 “Debt Offering” means the incurrence
of indebtedness for borrowed money by the Company or any of its Subsidiaries (other than the Relocation SPV’s and SIRVA Mortgage, Inc.), other than the Term Credit Agreement, the ABL Credit Agreement or indebtedness permitted pursuant
Section 7.2 of the Term Credit Agreement (or similarly permitted under any agreement entered into in connection with a refinancing, refunding, amendment or similar modification of the Term Credit Agreement). 

“Debt Proceeds” means the aggregate amount of all cash proceeds received by the Company and its Subsidiaries from any Debt
Offering less all discounts, legal fees, underwriters’ commissions and other reasonable fees and expenses incurred in connection therewith. 

“DGCL” shall have the meaning set forth in Section 6.11. 

“Director” and “Directors” shall have the meanings set forth in Section 2.1(a). 

“Director Stockholder” shall mean directors of the Company who hold Equity Interests and are not employees of the Company or
a Subsidiary of the Company or any of their Affiliates. 
 “Drag Transaction” shall have the meaning set forth in
Section 4.7(a). 
 “Dragging Stockholder(s)” shall have the meaning set forth in Section 4.7(a). 

“EGI Entities” means, collectively, EGI-Fund (08-10) Investors, L.L.C. and EGI-Fund (11-13) Investors, L.L.C. 

“EGI Designees” shall have the meaning set forth in Section 2.l(a)(ii). 

“Equity Interests” shall mean (i) Common Stock, (ii) Common Stock Equivalents, (iii) any other equity
securities of the Company or (iv) securities exchangeable or exercisable for, or convertible into, such other equity securities of the Company; provided that the Series A Preferred Stock shall not be considered an Equity Interest
hereunder for purposes of Section 4.8. 
 “Excess Debt Proceeds” means any Debt Proceeds received by the Company and
its Subsidiaries which are not Permitted Debt Proceeds. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time. 

  
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 “Fundamental Change” has the meaning set forth in the Certificate of
Designations. 
 “GAAP” means generally accepted accounting principles in the United States of America in effect from time
to time. 
 “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof,
and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 

“Immediate Family Member” shall mean, with respect to any Person, a spouse, parent, child, grandchild or sibling of such
Person. 
 “Issuance” shall have the meaning set forth in Section 4.8(a). 

“Investor Rights Agreement” shall mean that certain Investor Rights Agreement dated as of March 17, 2011 among the
Company and the holders of Series A Preferred Stock party thereto, as the same may be amended from time to time. 
 “Joint
Designees” shall have the meaning set forth in Section 2.1(a)(iii). 
 “Management Equity Plan” shall mean
that certain management equity plan provided for in the Plan as such plan may be amended from time to time in accordance with its terms. 

“Management Stockholders” shall mean employees (and their Affiliates) or former employees (and their Affiliates) who hold
Equity Interests of the Company or any of its Affiliates. 
 “Offer Notice” shall have the meaning set forth in
Section 4.10(a). 
 “Offered Shares” shall have the meaning set forth in Section 4.10(a). 

“Original Agreement” shall have the meaning set forth in the Recitals hereto. 

“Original Stockholders” shall have the meaning set forth in the Preamble hereto. 

“Other Agreements” shall have the meaning set forth in Section 6.8. 

“Other Capital Stock” shall have the meaning set forth in Section 4.8(a). 

“Other Capital Stock Equivalents” shall have the meaning set forth in Section 4.8(a). 

“Permitted Transferee” shall mean any Person to whom a Stockholder (or any direct or indirect Permitted Transferee thereof)
Transfers Equity Interests in accordance with the terms of this Agreement by which such transferor is bound and, in the case of Transfers other than Transfers of Common Stock pursuant to a Public Offering or pursuant to Rule 144 under the Securities
Act, who becomes a party to, and is bound to the same extent as its transferor by the terms of, this Agreement; provided, however, that in no event shall any Company Competitor constitute a “Permitted Transferee”. 

  
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 “Permitted Debt Proceeds” means up to $50,000,000 of outstanding Debt Proceeds
which are issued in connection with an acquisition by the Company and its Subsidiaries in which the Acquisition Debt Leverage does not exceed the higher of (x) SWW Debt Leverage as of the last quarter preceding the acquisition and (y) 3.5
times. 
 “Person” shall mean any individual, corporation, partnership, limited liability company, trust, joint stock
company, business trust, unincorporated association, joint venture, Governmental Authority or other entity of any nature whatsoever. 

“Plan” shall mean the First Amended Prepackaged Joint Plan of Reorganization under Chapter 11 of the United States Bankruptcy
Code for the Company, dated May 2, 2008, as confirmed by the Bankruptcy Court on May 7, 2008. 
 “Public
Offering” shall mean the sale of Common Stock to the public pursuant to an effective registration statement filed under the Securities Act, which results in an active trading market in such Common Stock (it being understood that such an
active trading market shall be deemed to exist if, without limitation, such Common Stock is listed on a national securities exchange). 

“Purchasing Holder” shall have the meaning set forth in Section 4.8(c). 

“Registration Rights Agreement” shall mean that certain Registration Rights Agreement dated the date hereof among the Company
and the holders named therein, as the same may be amended from time to time. 
 “Relocation SPV” has the meaning given to
such term in the Term Credit Agreement. 
 “Responsible Officer” means as to any Person, any of the following officers of
such Person: (a) the chief executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, chief restructuring officer, the treasurer or the controller of such Person, (b) any vice
president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, who has been designated in writing as a Responsible Officer by such chief executive officer or president of such Person
or, with respect to financial matters, such chief financial officer of such Person and (c) with respect to ERISA matters, the senior vice president - human resources (or substantial equivalent) of such Person. 

“Right” shall have the meaning set forth in Section 4.8(a). 

“SEC” shall mean the Securities and Exchange Commission. 

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as
the same may be amended from time to time. 
 “Selling Stockholder” shall have the meaning set forth in Section 4.10.


  
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 “Series A Preferred Stock” shall mean the Company’s Series A Preferred
Stock, par value $0.01 per share, as designated, created and authorized pursuant to the Certificate of Designations, as the same may be amended from time to time. 

“Stockholders” shall have the meaning set forth in the Preamble hereto. 

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, association or other business entity of
which fifty percent (50%) or more of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors, managers or trustees thereof, or fifty percent
(50%) or more of the equity interest therein, is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of such Person or a combination thereof. 

“SWW Debt Leverage” has the meaning given to Consolidated Leverage Ratio in the Term Credit Agreement (or, in the event of a
refinancing, refunding, amendment or similar modification of the Term Credit Agreement, the meaning given to “Consolidated Leverage Ratio,” or a similarly defined term under any such amended, modified or refinanced agreement). 

“Tagging Stockholder” shall have the meaning set forth in Section 4.5. 

“Term Credit Agreement” means that certain credit agreement dated on or about March 17, 2011, among SIRVA Worldwide,
Inc., the Company, the “Lenders” under (and as defined in) the Term Credit Agreement and Barclays Bank PLC, as the “Administrative Agent” under the Term Credit Agreement, as amended, restated, supplemented, refinanced, refunded,
renewed, extended or otherwise modified from time to time (including, without limitation, any revolving credit facility or term loan facility entered into in connection with such supplement, refinancing, refunding, renewal, extension, or
modification). 
 “Third Party” shall mean any Person other than the Company, the Stockholders and their Affiliates. 

“Transfer” shall mean any direct or indirect transfer, sale, offer, assignment, exchange, distribution, mortgage, pledge,
hypothecation or other disposition of any Equity Interests. 
 “Transaction Offer” shall have the meaning set forth in
Section 4.10. 
 “Transferring Stockholder” shall have the meaning set forth in Section 4.5. 

“Voting Securities” of any Person shall mean the capital stock or other securities of such Person which entitle the holder
thereof to vote generally in the election of the directors, managers or trustees of such Person. 
 “Wholly-Owned
Subsidiary” means, with respect to any Person, a Subsidiary of which all of the outstanding capital stock or other membership or ownership interests are owned by such Person or another Wholly-Owned Subsidiary of such Person. 

  
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 1.2. Other Definitional Provisions; Interpretation. 

(a) The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified. 

(b) The headings in this Agreement are included for convenience of reference only and shall not limit or otherwise affect the meaning or
interpretation of this Agreement. 
 (c) The meanings given to terms defined herein shall be equally applicable to both the singular and
plural forms of such terms. 
 SECTION 2. CORPORATE GOVERNANCE 

2.1. Board of Directors. 

(a) The parties agree to cause the Board of Directors of the Company (the “Board”) initially to consist of nine directors
(individually, a “Director” and, collectively, the “Directors”), subject to future increase or decrease in accordance with this Agreement. Each Stockholder hereby agrees that so long as this Agreement shall remain
in effect, such Stockholder will vote all of the Voting Securities beneficially owned or held of record by such Stockholder so as to elect and, subject to Sections 2.1(c) and (d) below, to continue in office: 

(i) three designees of Aurora (the “Aurora Designees”), so long as Aurora satisfies the Aurora/EGI Ownership
Condition; provided, in the event that Aurora and its Affiliates (including any Permitted Transferees thereof) beneficially own a number of shares of Common Stock that is less than the number of shares of Common Stock beneficially owned by
the EGI Entities and their respective Affiliates (including any Permitted Transferees thereof), the number of Aurora Designees shall be two, so long as Aurora satisfies the Aurora/EGI Ownership Condition; provided further, that in the
event Aurora ceases to satisfy the Aurora/EGI Ownership Condition, the nomination right afforded by this Section 2.1(a)(i) to such party shall cease and such right shall be held solely by the EGI Entities for so long as it continues to satisfy
the Aurora/EGI Ownership Condition; 
 (ii) two designees of the EGI Entities (the “EGI Designees”), so long
as the EGI Entities satisfy the Aurora/EGI Ownership Condition; provided, that in the event the EGI Entities cease to satisfy the Aurora/EGI Ownership Condition, the nomination right afforded by this Section 2.1(a)(ii) to such party
shall cease and such right shall be held solely by Aurora for so long as it continues to satisfy the Aurora/EGI Ownership Condition; and 

(iii) four designees of Aurora and the EGI Entities (the “Joint Designees”), the identities of such designees
to be determined jointly in good faith by Aurora and the EGI Entities; provided that one of such designees shall be the chief executive officer of the Company; and provided further that in the event


  
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either Aurora or the EGI Entities ceases to satisfy the Aurora/EGI Ownership Condition, the nomination right afforded by this Section 2.1(a)(iii) to such party shall cease and such right
shall be held solely by the other party for so long as it continues to satisfy the Aurora/EGI Ownership Condition. 
 (b) The Company agrees
to include in the slate of nominees recommended by the Board to the stockholders of the Company the Aurora Designees, the EGI Designees and the Joint Designees and to use its best efforts to cause the election of each such designee to the Board.

 (c) If at any time Aurora or the EGI Entities shall notify the Company (with a copy of such notice to Aurora or the EGI Parties, as the
case may be) in writing of its desire to remove, with or without Cause, any Director of the Company previously designated by it pursuant to Section 2.1(a)(i) or 2.1(a)(ii), respectively, each Stockholder shall vote all of the Voting Securities
beneficially owned or held of record by such Stockholder so as to remove such Director. Each of Aurora and the EGI Entities shall independently have the right to remove as a Director, with or without Cause, any Joint Designee at any time and without
the consent of the other party by notifying the Company in writing of such desire (with a copy of such notice to Aurora or the EGI Parties, as the case may be), and in such event, each Stockholder shall vote all of the Voting Securities beneficially
owned or held of record by such Stockholder so as to remove such Director. 
 (d) If any Aurora Designee or EGI Designee ceases to serve on
the Board (whether by reason of death, resignation, removal or otherwise), Aurora or the EGI Entities, as the case may be, shall be entitled to designate a successor Director to fill the vacancy created thereby. If any Joint Designee ceases to serve
on the Board (whether by reason of death, resignation, removal or otherwise), Aurora and the EGI Entities will be entitled to designate a successor Director to fill the vacancy created thereby only pursuant to Section 2.1(a)(iii). Each
Stockholder agrees that such Stockholder will vote all of the Voting Securities beneficially owned or held of record by such Stockholder so as to elect any such successor Director. 

(e) The parties hereto hereby agree that any individual designated as a Director of the Company may be removed for Cause with or without the
consent of the Stockholder which designated such individual. No such removal of an individual designated pursuant to this Section 2.1 shall affect any Stockholder’s right to designate a successor Director pursuant to Section 2.1(d).

 (f) The Chairman of the Board shall be selected by the members of the Board. Such Chairman of the Board may, but is not required to be,
the chief executive officer of the Company. Lawrence A. Bossidy shall serve as initial non-executive Chairman of the Board following the date of this Agreement. 

(g) Notwithstanding anything in this Agreement to the contrary, if Aurora or the EGI Entities, as applicable, shall cease to have the right to
designate a Director in accordance with Section 2.1(a)(i) or (ii), or if both Aurora and the EGI Entities shall cease to have the right to designate a Director in accordance with Section 2.1(a)(iii), the designee(s) of such Person(s) shall
submit his or her resignation. Each Stockholder hereby agrees that to the extent any such resignation is not delivered for any reason, upon request by the Board, such Stockholder will vote all of the Voting Securities beneficially owned or held of
record by such Stockholder so as to remove the designees of such Person from the Board. 

  
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 (h) The number of directors which shall constitute the Board as specified in Section 2.1(a)
shall be subject to future increase or decrease in accordance with Section 9 of the Certificate of Designations. 
 (i) The fact that
any Aurora Designee, EGI Designee or Joint Designee has been so designated pursuant to this Section 2.1 shall not preclude a determination that such director is disinterested with respect to, or independent of, Aurora or the EGI Entities. 

2.2. Certificate of Incorporation and By-Laws. The Company and the Stockholders shall take or cause to be taken all lawful action
necessary to ensure at all times that the certificate of incorporation and by-laws (or equivalent governing documents) of the Company and its Subsidiaries, as the same may be amended from time to time in accordance with the terms hereof and thereof,
are not, at any time, inconsistent with the provisions of this Agreement. 
 2.3. Voting Matters. 

(a) Except as otherwise provided in the certificate of incorporation or by-laws of the Company, all actions of the Company and its Subsidiaries
shall require the approval of a majority of the Board. 
 (b) Each Stockholder hereby agrees that such Stockholder will take or cause to be
taken all lawful action necessary to ensure that the provisions of this Agreement are effected in accordance with their terms. 
 SECTION 3. INFORMATION
REQUIREMENTS 
 3.1. Annual, Quarterly and Monthly Reports. Until the Company becomes subject to the reporting requirements of the
Exchange Act, the Company shall provide each of the Stockholders with: 
 (a) as soon as available and in any event within 90 days after the
end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended
prepared in conformity with GAAP applied on a consistent basis, except as otherwise noted therein, and setting forth in each case in comparative form the figures for the previous fiscal year, together with an auditor’s report thereon of a firm
of established national reputation and including a management discussion and analysis of financial condition and results of operations that would be required to be contained in a filing with the SEC on Form 10-K, or any successor or comparable form;

 (b) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the
Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of 

  
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income and cash flows of the Company and its Subsidiaries for the period then ended prepared in conformity with GAAP applied on a consistent basis, except as otherwise noted therein, and subject
to the absence of footnotes and to year-end adjustments, and setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, and including, for each such quarter, (i) a management discussion
and analysis of financial condition and results of operations that would be required to be contained in a filing with the SEC on Form 10-Q, or any successor or comparable form and (ii) a certificate signed by a Responsible Officer of the
Company stating that the statements delivered pursuant to this subsection (b) are complete and correct in all material respects in conformity with generally accepted accounting principles in the United States applied on a consistent basis and
prepared in reasonable detail in accordance with generally accepted accounting principles in the United States applied consistently throughout the periods reflected therein (except as approved by such Responsible Officer, and disclosed therein, and
except for the absence of certain notes); 
 (c) as soon as available and in any event within 30 days after the end of each month, a
consolidated balance sheet of the Company and its Subsidiaries as of the end of such month, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the month then ended prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments; 

(d) as soon as available and in any event within 90 days after the end of each fiscal year, an annual budget prepared on a quarterly basis for
the Company and its Subsidiaries for the following fiscal year; 
 (e) as soon as possible after the discovery or receipt of notice by a
Responsible Officer of the Company of any event, development or circumstance affecting the Company which has had or could reasonably be expected to have a material adverse effect on the Company, its condition (financial or otherwise), its business,
operations, properties, liabilities or the investment in the Common Stock, written notice of such event, development or circumstance; and 

(f) promptly after (but in any event within 10 days of) the transmission of any financial statements, proxy statements, reports and any other
general written communications which the Company sends to its stockholders or debt-holders; all registration statements and all regular, special or periodic reports which it files with the SEC or with any securities exchange on which any of its
securities are then listed; and all press releases and other statements made available generally by the Company to the public concerning material developments in the Company’s and its Subsidiaries’ businesses, copies of such transmission.

 3.2. Certain Inspection Rights. The Company shall permit any representatives designated by any Stockholder, so long as such
Stockholder holds at least 5% of the shares of Common Stock then outstanding on a fully diluted basis, upon reasonable notice and during normal business hours, to (a) visit and inspect any of the properties of the Company, (b) examine the
corporate and financial records of the Company and make copies thereof or extracts therefrom and (c) consult with the directors, managers, officers, key employees and independent accountants of the Company concerning the affairs, finances and
accounts of the Company. The presentation of an executed copy of this Agreement by any Stockholder to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in
discussions with such Persons. 

  
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 3.3. Confidentiality. Each Stockholder agrees to use commercially reasonable efforts
(equivalent to the efforts such Stockholder applies to maintaining the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to such Stockholder by the Company and its Affiliates for a
period of two years following receipt thereof, except that such Stockholder may disclose such information (a) to Persons employed or engaged by such Stockholder that have agreed to comply with the covenant contained in this Section 3.3;
(b) in connection with any Transfer or proposed Transfer to any bona fide proposed Transferee that has agreed to comply with the covenant contained in this Section 3.3 (and any such bona fide proposed Transferee may disclose such
information to Persons employed or engaged by it as described in clause (a) of this Section 3.3); (c) as requested or required by any Governmental Authority or reasonably believed by such Stockholder to be compelled by any court
decree, subpoena or legal or administrative order or process; (d) as, on the advice of such Stockholder’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under this Agreement or in connection
with any action, claim, lawsuit, demand, investigation or proceeding to which such Stockholder is a party before any Governmental Authority or before any arbitrator or panel of arbitrators; or (f) that ceases to be confidential through no fault
of such Stockholder. 
 SECTION 4. TRANSFERS AND ISSUANCES 

4.1. Limitations on Transfer. 

(a) Each Stockholder hereby agrees that no Transfer shall occur in any manner that violates the provisions of this Agreement, the Registration
Rights Agreement or any applicable federal or state securities laws. 
 (b) Each Stockholder hereby agrees that, except for Transfers
pursuant to Section 4.2, 4.5 or 4.7 or Transfers effected pursuant to an effective registration statement filed under the Securities Act, no Transfer shall occur unless the Company has been furnished with an opinion in form and substance
reasonably satisfactory to the Company from counsel reasonably satisfactory to the Company that such Transfer may be made without registration under Section 5 under the Securities Act and any applicable state securities laws; provided,
however, that this Section 4.1(b) shall not apply to (x) Transfers by a Person (or Persons) who (i) beneficially owns less than 10% of the shares of Common Stock then outstanding; (ii) is not an “Affiliate” (as
such term is defined under the Securities Act), of the Company, and (iii) has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Person effecting such
Transfer, to the effect that the requirements of clauses (i) and (ii) of this proviso are satisfied and that the Person making such Transfer did not receive the securities proposed to be Transferred with a view to a subsequent distribution
or (y) Transfers by an Original Stockholder who has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Person effecting such Transfer, to the effect
that the Transfer is being made in compliance with Rule 144 under the Securities Act. 

  
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 (c) Each Stockholder hereby agrees that, except for Transfers in connection with a Public
Offering and Transfers pursuant to Rule 144 under the Securities Act after a Public Offering, no Transfer shall occur unless the Transferee shall agree to become a party to, and be bound to the same extent as its Transferor by the terms of, this
Agreement pursuant to the provisions of Section 6.6. 
 (d) Notwithstanding any other provisions of this Agreement to the contrary,
prior to a Public Offering, no Transfer shall occur if such Transfer would result in the Company becoming subject to the reporting requirements of the Exchange Act. 

(e) Each Stockholder hereby agrees that, except for Transfers in connection with a Public Offering and Transfers pursuant to Section 4.7,
no Transfer to any Company Competitor shall be permitted without the consent of the Company. 
 4.2. Transfers to Affiliates.
Notwithstanding any other provision of this Agreement to the contrary (including, without limitation, Sections 4.5 and 4.7 hereof, neither of which are applicable to Transfers to Affiliates), but subject to Sections 4.1(d)-(e), each Stockholder and
its Affiliates shall be entitled under this Agreement to Transfer from time to time any or all of the Equity Interests beneficially owned by it to any of its Affiliates who agree to become a party to, and be bound to the same extent as its
Transferor by the terms of, this Agreement pursuant to the provisions of Section 6.6. 
 4.3. Effect of Void Transfers. In the
event of any purported Transfer in violation of the provisions of this Agreement, such purported Transfer shall be void and of no effect, and the Company shall not give effect to such Transfer nor shall it cause any third party transfer agent to
effect such Transfer, to the extent it appoints one. 
 4.4. Legend on Securities. Each certificate representing Equity Interests
issued to any Stockholder, including any additional shares of Common Stock that become subject to this Agreement pursuant to Section 6.1 hereof, shall bear the following legend on the face thereof; provided, however, that
certificates representing Equity Interests not subject to the Registration Rights Agreement shall make no reference to the Registration Rights Agreement: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAW AND ARE SUBJECT TO (A) A STOCKHOLDERS’ AGREEMENT AMONG SIRVA, INC. AND THE STOCKHOLDERS PARTIES THERETO AND (B) A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND CERTAIN HOLDERS OF REGISTRABLE COMMON STOCK
(AS THAT TERM IS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT), COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. NO DIRECT OR INDIRECT TRANSFER, SALE, OFFER, ASSIGNMENT, EXCHANGE, DISTRIBUTION, MORTGAGE, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND REGISTRATION RIGHTS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT


  
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EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED EITHER WITH AN OPINION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, OFFER, ASSIGNMENT, EXCHANGE, DISTRIBUTION, MORTGAGE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE MADE WITHOUT REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES LAWS OR WITH THE CERTIFICATE SPECIFIED IN SECTION 4.1 OF SUCH STOCKHOLDERS’ AGREEMENT, IF APPLICABLE. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS
CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND REGISTRATION RIGHTS AGREEMENT.” 

4.5. Tag-Along Rights. 

(a) With respect to any proposed Transfer (other than any Transfer in connection with a mortgage, pledge or hypothecation) in one transaction
or a series of related transactions, individually or in the aggregate, of 15% or more of the outstanding shares of Common Stock on a fully diluted basis by any Stockholder, or group (as defined in Section 13(d)(3) of the Exchange Act) of
Stockholders, and their respective Affiliates collectively owning 35% or more of the outstanding shares of Common Stock on a fully diluted basis (in such capacity, a “Transferring Stockholder”), other than as provided in
Section 4.2 hereof or pursuant to a Public Offering or pursuant to Rule 144 promulgated under the Securities Act, and subject to the last sentence of Section 6.8, the Transferring Stockholder shall have the obligation, and each other
Stockholder shall have the right but not the obligation, to require the proposed Transferee to purchase from each Stockholder exercising such right (a “Tagging Stockholder”) up to a number of shares of Common Stock equal to the
product of (i) the quotient of (x) the number of shares of Common Stock owned by such Tagging Stockholder on a fully diluted basis (excluding shares subject to a Transfer restriction referred to in the last sentence of this
Section 4.5(a)) divided by (y) the sum of the total number of shares of Common Stock held by the Transferring Stockholder and all Tagging Stockholders on a fully diluted basis (excluding shares subject to a Transfer restriction referred to
in the last sentence of this Section 4.5(a)) multiplied by (ii) the total number of shares of Common Stock proposed to be Transferred by the Transferring Stockholder. Such Tagging Stockholder shall sell its shares of Common Stock at the
same price per share and upon the same terms and conditions (including without limitation time of payment and form of consideration) as to be paid and given to the Transferring Stockholder; provided that in order to be entitled to exercise
its right to sell shares of Common Stock to the proposed Transferee pursuant to this Section 4.5, a Tagging Stockholder must agree to make to the proposed Transferee the same representations, warranties, covenants, indemnities and agreements as
the Transferring Stockholder agrees to make in connection with the proposed Transfer of the shares of Common Stock of the Transferring Stockholder (except that in the case of representations and warranties pertaining specifically to the Transferring
Stockholder, a Tagging Stockholder shall make the comparable representations and warranties pertaining specifically to itself, and except that in the case of covenants or agreements capable of performance only by certain Stockholders, such covenants
or agreements shall be made only by 

  
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such certain Stockholders); and provided further that all representations, warranties, covenants, agreements and indemnities made by the Transferring Stockholder and the Tagging
Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly; and provided further that each of the Transferring Stockholder and each Tagging Stockholder shall be severally (but not
jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the Company and its Subsidiaries, and for indemnification obligations arising out of or
relating to any such breach or otherwise pertaining to the Company and its Subsidiaries, on a pro rata basis (based on the number of shares of Common Stock sold by each Transferring Stockholder and each Tagging Stockholder), such liability of each
such Stockholder not to exceed such Stockholder’s pro rata portion of the gross proceeds of the sale. Subject to the next sentence, any Tagging Stockholder that is a holder of Common Stock Equivalents of the Company and wishes to participate in
a sale of Common Stock pursuant to this Section 4.5(a) shall convert into or exercise or exchange such number of Common Stock Equivalents for Common Stock as may be required therefor on or prior to the closing of such Transfer. Notwithstanding
anything in this Section 4.5 to the contrary, if any Transfer of Common Stock or Common Stock Equivalents of the Company pursuant to this Section 4.5 is not permitted under an Other Agreement, then such Transfer shall not be permitted
hereunder. 
 (b) The Transferring Stockholder shall give notice to all Stockholders, including any Permitted Transferees thereof, of each
proposed Transfer giving rise to the rights of the Tagging Stockholders set forth in the first sentence of Section 4.5(a) at least 30 days prior to the proposed consummation of such Transfer, setting forth the name of the Transferring
Stockholder, the number of shares of Common Stock proposed to be so Transferred, the name and address of the proposed Transferee, the proposed amount and form of consideration and other terms and conditions offered by the proposed Transferee, and a
representation that the proposed Transferee has been informed of the tag-along rights provided for in this Section 4.5 and has agreed to purchase shares of Common Stock from any Tagging Stockholder or Tagging Stockholders in accordance with the
terms hereof. The tag-along rights provided by this Section 4.5 must be exercised by each Tagging Stockholder within 20 days following receipt of the notice required by the preceding sentence, by delivery of a written notice to the Transferring
Stockholder indicating such Tagging Stockholder’s desire to exercise its rights and specifying the number of shares of Common Stock it desires to sell. The Transferring Stockholder shall be entitled under this Section 4.5 to Transfer to
the proposed Transferee the number of shares of Common Stock equal to the difference between the number referred to in clause (ii) of paragraph (a) above and the aggregate number of shares of Common Stock set forth in the written notices, if
any, delivered by the Tagging Stockholders pursuant to the preceding sentence (up to the maximum number of shares of Common Stock beneficially owned by such Tagging Stockholders required to be purchased by the proposed Transferee pursuant to the
first sentence of Section 4.5(a)). If the proposed Transferee fails to purchase shares of Common Stock from any Tagging Stockholder that has properly exercised its tag-along rights, then the Transferring Stockholder shall not be permitted to
make the proposed Transfer, and any such attempted Transfer shall be void and of no effect, as provided in Section 4.3 hereof. 
 (c) If
any of the Tagging Stockholders exercise their rights under Section 4.5(a), the closing of the purchase of the Common Stock with respect to which such rights have been exercised shall take place concurrently with the closing of the sale of the
Transferring Stockholder’s Common Stock. No Transfer shall occur pursuant to this Section 4.5 unless the Transferee shall agree to become a party to, and be bound to the same extent as its Transferor by the terms of, this Agreement
pursuant to the provisions of Section 6.6. 

  
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 (d) Any Transfer pursuant to this Section 4.5 shall occur within 90 days of delivery of the
notice from the Transferring Stockholder to the other Stockholders on terms and conditions not more favorable to the Transferring Stockholder and the Tagging Stockholders than were set forth in such notice. If, at the end of such 90-day period, the
Transferring Stockholder and the Tagging Stockholders have not completed the sale or other disposition of the Common Stock of the Transferring Stockholder and the Tagging Stockholders in accordance with the terms and conditions of the proposed
Transfer, all the restrictions on Transfer contained in this Agreement with respect to Common Stock owned by the Transferring Stockholder and the Tagging Stockholders shall again be in effect. 

4.6. Public Offerings, etc. The provisions of Sections 4.5, 4.7 and 4.10 shall not be applicable to offers and sales of Common Stock
in a Public Offering or pursuant to Rule 144 under the Securities Act. 
 4.7. Drag-Along Rights. 

(a) Subject to the last sentence of Section 6.8, if any Stockholder, or group (as defined in Section 13(d)(3) of the Exchange Act) of
Stockholders and their respective Affiliates (the “Dragging Stockholder(s)”) collectively owning at least a majority of the outstanding shares of Common Stock on a fully diluted basis receives an offer from a Third Party to purchase
all of the outstanding shares of Common Stock (whether pursuant to a sale of stock, a merger or otherwise), and such offer is accepted by the Dragging Stockholder(s) (the “Drag Transaction”), then each Stockholder hereby agrees
that, if requested to do so by such Dragging Stockholder(s), it will Transfer all of its shares of Common Stock to such Third Party on the terms of the offer so accepted by the Dragging Stockholder(s), including making the same representations,
warranties, covenants, indemnities and agreements that the Dragging Stockholder(s) agrees to make (except that, in the case of representations and warranties pertaining specifically to the Dragging Stockholder(s), each other Stockholder shall make
the comparable representations and warranties pertaining specifically to itself, and except that, in the case of covenants or agreements capable of performance only by certain Stockholders, such covenants or agreements shall be made only by such
certain Stockholders; provided that all representations, warranties, covenants, agreements and indemnities made by the Stockholders pertaining specifically to themselves shall be made by each of them severally and not jointly; and
provided further that each Stockholder shall be severally (but not jointly) liable for breaches of representations, warranties, covenants and agreements of or (in the case of representations and warranties) pertaining to the Company
and its Subsidiaries, and for indemnification obligations arising out of or relating to any such breach or otherwise pertaining to the Company, on a pro rata basis (based on the number of shares of Common Stock sold by each Selling Stockholder and
each of the other Stockholders), such liability of each such Stockholder not to exceed such Stockholder’s pro rata portion of the gross proceeds of the sale). If the Dragging Stockholder(s) accepts such Drag Transaction, such Dragging
Stockholder(s) shall give written notice to all Stockholders of the proposed Drag Transaction at least 30 days prior to the proposed consummation of such Drag Transaction. Subject to the next sentence, if requested to do so by the Dragging
Stockholder(s), any 

  
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Stockholder that is a holder of Common Stock Equivalents shall convert, exercise or exchange such Common Stock Equivalents into or for Common Stock in accordance with their terms on or prior to
the closing date of such Drag Transaction. Notwithstanding anything in this Section 4.7 to the contrary, (i) in the event a Stockholder that holds Common Stock Equivalents (other than options to acquire shares of Common Stock granted under
the Management Equity Plan and the 2012 Plan, which are governed by clause (ii) below) is required to Transfer such Common Stock Equivalents in a Drag Transaction, such Stockholder shall not be required to convert, exercise or exchange any such
Common Stock Equivalent if and to the extent that the applicable conversion, exercise or exchange price of such Common Stock Equivalent is equal to or greater than the value of the consideration to be received by Stockholders in the Drag Transaction
giving rise to drag-along rights under this Section 4.7 and, in lieu of such conversion, exercise or exchange, at the election of such holder of Common Stock Equivalents, any such Common Stock Equivalents shall instead be cancelled and
forfeited; (ii) in connection with any Drag Transaction, the treatment of options to acquire shares of Common Stock granted under the Management Equity Plan and the 2012 Plan shall be governed by the terms of the applicable provision of the
Management Equity Plan and the 2012 Plan and (iii) if any Transfer of Common Stock or Common Stock Equivalents of the Company pursuant to this Section 4.7 is not permitted under an Other Agreement, then such Transfer shall not be permitted
or required hereunder. 
 (b) Any Drag Transaction pursuant to this Section 4.7 shall occur within 180 days of delivery of the notice
from the Dragging Stockholder(s) to the other Stockholders. If, at the end of such 180-day period, the Dragging Stockholder(s) and the other Stockholders have not completed the sale or other disposition of the Common Stock of the Dragging
Stockholder(s) and the other Stockholders in accordance with the terms and conditions of the proposed Drag Transaction, all the restrictions on Transfer contained in this Agreement with respect to Common Stock owned by the Dragging Stockholder(s)
and the other Stockholders shall again be in effect. 
 4.8. Participation Rights. 

(a) The Company shall not issue (an “Issuance”) additional Equity Interests to any Person unless, prior to such issuance, the
Company notifies each Stockholder in writing of the proposed Issuance and grants to each Stockholder or, at an Stockholder’s election, one or more of its Affiliates (subject to compliance with Section 4.8(b) below), the right (the
“Right”) to subscribe for and purchase, at the same price and upon the same terms and conditions (including, if such additional Equity Interests are issued as a unit together with other securities, the purchase of such unit, but the
Right shall not apply separately to any component of such unit) as set forth in the notice of such Issuance, a portion of such additional Equity Interests proposed to be issued in the Issuance: 

(i) in the case of an Issuance in which shares of Common Stock or Common Stock Equivalents are to be issued, such that
immediately after giving effect to the Issuance and exercise of the Right (including, for purposes of this calculation, the issuance of shares of Common Stock upon conversion, exchange or exercise of any Common Stock Equivalent issued in the
Issuance or subject to the Right), the shares of Common Stock beneficially owned by such Stockholder and its Affiliates on a fully diluted basis (rounded to the nearest whole share) shall represent the same percentage of the aggregate number of
shares of Common Stock outstanding on a fully diluted basis as was beneficially owned by such Stockholder and its Affiliates immediately prior to the Issuance; and 

  
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 (ii) in the case of an Issuance in which (A) equity securities of the
Company other than Common Stock, Common Stock Equivalents or Series A Preferred Stock (“Other Capital Stock”) or (B) any securities exchangeable or exercisable for, or convertible into, such Other Capital Stock (“Other
Capital Stock Equivalents”) are to be issued, equal to the percentage of shares of Common Stock on a fully diluted basis that was beneficially owned by such Stockholder and its Affiliates immediately prior to the Issuance. 

(b) The Right may be exercised by each Stockholder, or, at such Stockholder’s election, one or more of its Affiliates, as the case may be;
provided that the Person exercising the Right must (i) be an Accredited Investor and (ii) deliver written notice to the Company of such exercise of the Right which is received by the Company within 20 Business Days after the date on
which the Stockholder receives notice from the Company of the proposed issuance. The closing of the purchase and sale pursuant to the exercise of the Right shall occur on the date scheduled by the Company for the Issuance, which may not be earlier
than 10 Business Days after the Company receives notice of the exercise of the Right. Notwithstanding the foregoing, the Right shall not apply to any Issuance (i) made in payment of the purchase price of assets acquired by the Company or any of
its Subsidiaries, including any Issuance in connection with a merger, exchange offer, joint venture, license transaction or exchange of shares, (ii) (A) of options granted to directors, officers or employees of the Company or its
Subsidiaries or (B) otherwise in accordance with the terms of a stock option plan or other equity-based compensation plan of the Company or its Subsidiaries that has been approved by the Board and, in the case of each of the foregoing clauses
(ii)(A) and (ii)(B), of the Equity Interests issued upon the exchange, exercise or conversion of such Equity Interests, pursuant to a Public Offering, (iv) of Equity Interests issued as dividends or distributions to holders of Common Stock,
generally, on a pro rata basis, (v) of Other Capital Stock or Other Capital Stock Equivalents issued as dividends or distributions to holders of Other Capital Stock, generally, on a pro rata basis, or (vi) pursuant to the exchange,
exercise or conversion of any Equity Interest that is either (A) outstanding on the date hereof or (B) outstanding after the date hereof so long as the Stockholders have had an opportunity to exercise the Rights granted to such
Stockholders in this Section 4.8 with respect to the underlying Equity Interest, or such Equity Interest was issued pursuant to clause (i), (ii), (iii), (iv), or (v) of this sentence. 

(c) Nothing in this Section 4.8 shall be deemed to prevent any Person from purchasing for cash any additional Equity Interests issued by
the Company without first complying with the provisions of this Section 4.8; provided, that in connection with such purchase, (i) the Company’s Board has determined in good faith that (A) the Company needs a prompt cash
investment, (B) no alternative financing on terms no less favorable to the Company in the aggregate than such purchase is available on a no less timely basis, and (C) the delay caused by compliance with the provisions of this
Section 4.8 in connection with such investment would be reasonably likely to adversely affect the Company, (ii) the Person making such purchase (for purposes of this Section 4.8, the “Purchasing Holder”) or the
Company gives prompt notice to the Stockholders as of such date of the Purchasing Holder’s investment, which notice shall describe in reasonable detail the additional Equity Interests being purchased by the


  
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Purchasing Holder and the purchase price thereof, and (iii) the Purchasing Holder or the Company takes all steps necessary to enable the Stockholders as of such date to effectively exercise
their respective rights under this Section 4.8 with respect to their purchase of a pro rata share of the additional Equity Interests issued to the Purchasing Holder after such purchase by the Purchasing Holder on the terms specified in
Section 4.8(a). 
 (d) For the avoidance of doubt, the Series A Preferred Stock shall not be considered an Equity Interest for purposes
of this Section 4.8. 
 4.9. Required Capital Contributions by Stockholders upon Certain Sales. 

(a) Until the earlier of (i) the tenth anniversary of the Effective Date and (ii) such time as an amount equal to $12 million has
been received by the Company pursuant to this Section 4.9, each Section 4.9 Stockholder hereby agrees that if there is a Sale by such Section 4.9 Stockholder with a Sales Price which exceeds the Strike Price, then such
Section 4.9 Stockholder shall promptly pay to the Company in cash in immediately available funds, as a contribution of capital with respect to each such sold Equity Share, an amount equal to 1.5% of the Sales Price. 

(b) As used in this Section 4.9 only, the following capitalized terms shall have the meanings ascribed to them below: 

“Affiliate” means, with respect to any Person, any other Person who or which, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such first Person. 
 “Committee” means the
Compensation Committee of the Board (or such other committee of the Board as the Board shall designate) or, if there shall not be any such committee then serving, the Board. 

“Distribution” means each dividend (other than a stock dividend), share buy-back or other distribution of cash or property to
Section 4.9 Stockholders with respect to their Equity Shares, as reasonably determined by the Committee. 
 “Effective Date”
means July 1, 2010. 
 “Equity Share” means each share of Common Stock held by a Section 4.9 Stockholder on the Effective
Date, provided that once an Equity Share has been subject to a Sale, such Common Stock shall no longer be considered an Equity Share. Further, to the extent reasonably determined by the Committee, and subject to any required action by stockholders,
in any reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, liquidation, dissolution or other similar event (which is not a Sale), the term Equity Shares shall pertain to the securities or other property to
which a Section 4.9 Stockholder receives with respect to its Equity Shares in connection with such event. 
 “Person” means
any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, entity or government (whether national, federal, state, county, city, municipal or otherwise,
including any instrumentality, division, agency, body or department thereof). 

  
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 “Sale” means a sale or other transfer of an Equity Share by a Section 4.9
Stockholder to any Person other than a Section 4.9 Stockholder. 
 “Sales Price” means cash and fair market value (as
reasonably determined by the Committee) of any security or other property received by a Section 4.9 Stockholder in a Sale for each Equity Share. 

“Section 4.9 Stockholder” means each owner of Common Stock on the Effective Date which executed the Second Amendment to
Stockholders’ Agreement of SIRVA, Inc. dated July 1, 2010, and each such Section 4.9 Stockholder’s Affiliates. 

“Strike Price” means $331 per Equity Share, as adjusted pursuant to this definition. The Strike Price shall be proportionately
adjusted to reflect, as reasonably determined by the Committee, each dividend payable in capital stock of the Company, and any stock split, share combination, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares or other similar event, in each case, affecting the Common Stock. The Strike Price shall also be adjusted to reflect, as reasonably determined by the Committee, the amount of cash or other property received by Section 4.9
Stockholders in a Distribution to reflect the value received by Section 4.9 Stockholders. If the Strike Price has been reduced to zero under the proceeding sentence, then any additional Distributions shall be deemed a Sale. 

4.10. Right of First Refusal. In addition to any restrictions on Transfer contained herein, in the event that any Stockholder
entertains a bona fide offer to purchase all or any portion of the Equity Interests held by such party (a “Transaction Offer”) from any other Person (a “Buyer”), such Stockholder (a “Selling
Stockholder”) may only Transfer such Equity Interests pursuant to and in accordance with the provisions of this Section 4.10. 

(a) The Selling Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall promptly notify
the Company and each of the Aurora/EGI Stockholders of such Selling Stockholder’s desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 4.10 (such notice, the “Offer Notice”). The
Selling Stockholder’s Offer Notice shall constitute an irrevocable offer to sell the Equity Interests which are the subject of the Transaction Offer (the “Offered Shares”) to the Company and the Aurora/EGI Stockholders, on the
basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer. The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer
and all relevant information in connection therewith). 
 (b) The Company shall have the first option to purchase all of the Offered Shares.
At any time within two (2) days after receipt by the Company of the Offer Notice (the “Company Option Period”), the Company may elect to accept the offer to purchase with respect


  
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to all of the Offered Shares and shall give written notice of such election (the “Company Acceptance Notice”) to the Selling Stockholder within the Company Option Period. Subject
to the terms of Section 4.10(f) below, the Company Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of all of the Offered Shares. If the Company accepts the offer to purchase the
Offered Shares, then the closing for such purchase of the Offered Shares by the Company under this Section 4.10(b) shall take place within thirty (30) days following the expiration of the Company Option Period, at the offices of the
Company or on such other date or at such other place as may be agreed to by the Selling Stockholder and the Company. If the Company fails to purchase the Offered Shares by exercising its option under this Section 4.10(b) within the period
provided, then the Selling Stockholder shall so notify the Aurora/EGI Stockholders promptly (the “Additional Offer Notice”), which Additional Offer Notice shall identify the Offered Shares that the Company has failed to purchase.
The Offered Shares shall then be subject to the options granted to the Aurora/EGI Stockholders pursuant to Section 4.10(c) below. 
 (c)
If the Company fails to purchase the Offered Shares under Section 4.10(b) above, then at any time within two (2) days after receipt by the Aurora/EGI Stockholders of the Additional Offer Notice (the “Aurora/EGI Stockholder Option
Period”), each such Aurora/EGI Stockholder or its Affiliates, including future funds that have affiliated but not identical general partners, may elect to accept the offer to purchase with respect to all of the Offered Shares and shall give
written notice of such election (the “Aurora/EGI Stockholder Acceptance Notice”) to the Selling Stockholder and each Aurora/EGI Stockholder within the Aurora/EGI Stockholder Option Period. The Aurora/EGI Stockholders shall each be
entitled to elect to purchase up to all of the Offered Shares; provided that all of the Offered Shares must be purchased in order for any Aurora/EGI Stockholder to purchase any of the Offered Shares; and provided, further, that
in the event of over-subscription, the Offered Shares shall be allocated among the Aurora/EGI Stockholders based on their respective Aurora/EGI Pro Rata Fraction. In the event that all of the Offered Shares will not be purchased pursuant to the
Aurora/EGI Stockholder Acceptance Notices, the Selling Stockholder shall so notify the Aurora/EGI Stockholders and any Aurora/EGI Stockholder at any time within two (2) days after receipt of such notice may elect to revise its Aurora/EGI
Stockholder Acceptance Notice, subject to the second proviso to the preceding sentence. Subject to the terms of Section 4.10(e) below, the Aurora/EGI Stockholder Acceptance Notice shall constitute a valid, legally binding and enforceable
agreement for the sale and purchase of all of the Offered Shares. The closing for the purchase of the Offered Shares by the Aurora/EGI Stockholders under this Section 4.10(c) shall take place within thirty (30) days following the
expiration of the Aurora/EGI Stockholder Option Period, at the offices of the Company or on such other date or at such other place as may be agreed to by the Selling Stockholder, the Company and such Aurora/EGI Stockholders. 

(d) In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, the Company shall
determine the fair market value of such consideration, reasonably and in good faith, and the Company and/or the Aurora/EGI Stockholders, as the case may be, may effect their purchase under this Section 4.10 by payment of such fair market value
in cash or cash equivalents. 

  
 21 








 (e) In the event that the Company and the Aurora/EGI Stockholders do not elect to exercise the
rights to purchase under this Section 4.10, the Selling Stockholder may sell the Offered Shares to the Buyer on the terms and conditions set forth in the Offer Notice; provided that (i) the Buyer agrees to become a party to and be
bound to the same extent as a Stockholder by the terms of this Agreement and (ii) the Buyer acknowledges the Offered Shares are uncertificated and that the Company will furnish without charge to the Buyer a statement of the powers,
designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations or restrictions of such preferences and/or rights. 

(f) If two or more Stockholders propose concurrent Transfers that are subject to this Section 4.10, then the relevant provisions of
Section 4.10 shall apply separately to each such proposed Transfer. 
 (g) For the avoidance of doubt, prior to termination of the
Investor Rights Agreement, any Transfer of shares of Series A Preferred Stock shall be subject to Section 2A of the Investor Rights Agreement and this Section 4.10 shall be of no force and effect with respect to shares of Series A
Preferred Stock. The provisions of this Section 4.10 shall not apply to any Transfer of Equity Interests to any Affiliate of the relevant Stockholder or any Transfer of Equity Interests pursuant to Section 4.5 or Section 4.7. 

SECTION 5. COVENANTS 
 5.1. Certain Negative
Covenants. Without the prior written consent of each of the Aurora/EGI Stockholders (provided, for the avoidance of doubt, that the EGI Entities or Aurora, as the case may be, will cease to be an Aurora/EGI Stockholder for purposes of this
Section 5.1 at such time as such party ceases to satisfy the Aurora/EGI Ownership Condition), the Company shall not: 
 (a) directly or
indirectly redeem, purchase or otherwise acquire; declare or pay any dividends; or make any distributions upon any of its capital stock or other ownership interests or other equity securities (other than the Series A Preferred Stock and other than
pursuant to employee stock incentive plans or agreements), if the Company has failed to pay any dividends with respect to the Series A Preferred Stock; 

(b) (i) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (A) any notes or debt
securities containing equity features (including any notes or debt securities convertible into or exchangeable for capital stock or other equity securities having rights, preferences or privileges which are senior to or on a parity with the Series A
Preferred Stock with respect to the payment of dividends, redemptions, distributions upon a liquidation or otherwise, issued in connection with the issuance of capital stock or other equity securities or containing profit participation features), or
(B) any capital stock or other equity securities (or any securities convertible into or exchangeable or exercisable for any capital stock or other equity securities), other than the Series A Preferred Stock, having rights, preferences or
privileges which are senior to or on a parity with the Series A Preferred Stock with respect to the payment of dividends, redemptions, distributions upon liquidation or otherwise, or (ii) permit any Subsidiary of the Company to issue any equity
securities or any notes or debt securities containing equity features to any Person other than the Company or a Wholly-Owned Subsidiary of the Company; 

  
 22 








 (c) merge or consolidate with any Person (other than a merger or consolidation between or among
Wholly-Owned Subsidiaries) or consummate or in any manner or facilitate a Change in Ownership or Fundamental Change, in each case except in connection with a transaction which is a merger, consolidation or similar recapitalization in which the
Company is the surviving entity; 
 (d) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of
any assets (including, without limitation, the capital stock or membership or other ownership interests of any of its Subsidiaries) (computed on the basis of book value, determined in accordance with GAAP, consistently applied, contribution to the
Company’s revenues or earnings, or fair market value, determined by the Board in its reasonable good faith judgment) exceeding a material portion of the combined and consolidated assets of the Company and its Subsidiaries (including the capital
stock or membership or other ownership interests of its Subsidiaries) in any transaction or series of related transactions; 
 (e) amend or
modify the Company’s Certificate of Incorporation or Bylaws in a manner adverse to the holders of Common Stock, it being agreed that, subject to Section 5.1(b), any amendment or modification that increases the number of authorized Equity
Interests, or provides for a new class or series of Equity Interests, shall not be considered adverse; 
 (f) make significant changes in the
nature of the business of the Company and its Subsidiaries; 
 (g) undertake a Debt Offering in which the Company receives Excess Debt
Proceeds; or 
 (h) form any Subsidiary that is not a Wholly-Owned Subsidiary. 

5.2. Certain Affirmative Covenants. The Company shall, unless it has received the prior written consent of each of the Aurora/EGI
Stockholders (provided, for the avoidance of doubt, that the EGI Entities or Aurora, as the case may be, will cease to be an Aurora/EGI Stockholder for purposes of this Section 5.2 at such time as such party ceases to satisfy the Aurora/EGI
Ownership Condition): 
 (a) cause to be done all things reasonably necessary to maintain, preserve and renew all material licenses,
authorizations and permits necessary to the conduct of its businesses; 
 (b) pay and discharge when payable all material taxes, assessments
and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon); 

(c) comply in all material respects with all other obligations which it incurs pursuant to any material contract or agreement as such
obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP consistently applied) have been established on its books
with respect thereto, and comply in all material respects with applicable laws, rules and regulations of governmental authorities, the violation of which could have a material adverse effect upon the condition (financial or otherwise), operating
results, prospects, assets, liabilities, operations and business of the Company and its Subsidiaries, taken as a whole; and 

  
 23 








 (d) apply for and continue in force with responsible insurance companies adequate insurance
covering risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business. 
 SECTION 6.
MISCELLANEOUS 
 6.1. Additional Securities Subject to Agreement. Each Stockholder agrees that any other Equity Interests which it
shall hereafter acquire by means of a stock split, stock dividend, distribution or otherwise (other than pursuant to a Public Offering) shall be subject to the provisions of this Agreement to the same extent as if held on the date hereof. 

6.2. Termination. This Agreement shall terminate upon the first to occur of (a) the date of the initial Public Offering,
(b) the merger of the Company into or with any entity, other than a Subsidiary of the Company; provided that immediately after such merger, the Original Stockholders and their Affiliates own in the aggregate less than 50% of the voting
power of the outstanding Voting Securities of the combined entity, (c) the sale of all or substantially all of the assets of the Company, other than to a Subsidiary or an Affiliate of the Company, or (d) the consummation of a Control
Transaction of the Company. 
 6.3. Injunctive Relief. The Stockholders, their Permitted Transferees and the Company acknowledge and
agree that a violation of any of the terms of this Agreement will cause the Stockholders and their Permitted Transferees irreparable injury for which adequate remedy at law is not available. Accordingly, it is agreed that each of the Company, the
Stockholders and their Permitted Transferees shall be entitled to an injunction, restraining order or other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any
court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which it may be entitled at law or equity. 

6.4. Other Stockholders’ Agreements. None of the Stockholders shall enter into any agreement or other arrangement of any kind with
any Person with respect to Equity Interests which is inconsistent with the provisions of this Agreement or which may impair its ability to comply with this Agreement. 

6.5. Amendments. This Agreement may be amended only by a written instrument signed by (a) the Company and (b) Stockholders
beneficially owning two-thirds of the then outstanding shares of Common Stock beneficially owned by all Stockholders. Notwithstanding the foregoing, the Company may from time to time add additional holders of shares of Common Stock as parties to
this Agreement. In order to become a party to this Agreement, such additional party must execute a signature page evidencing such party’s agreement to be bound hereby as a Stockholder, and upon the Company’s receipt of any such additional
holder’s executed signature page hereto, such additional holder shall be deemed to be a party hereto and such additional signature pages shall be a part of this Agreement. 

  
 24 








 6.6. Successors, Assigns and Transferees. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their Permitted Transferees and their respective successors, each of which Permitted Transferees and successors shall agree in a writing in form and substance reasonably
satisfactory to the Company to become a party hereto and be bound to the same extent as its Transferor hereby; provided that no Stockholder may assign to any Permitted Transferee any of its rights or obligations hereunder other than in
connection with a Transfer to such Permitted Transferee of Equity Interests in accordance with the provisions of this Agreement. Any purported assignment in violation of this provision shall be null and void ab initio. 

6.7. Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including
by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or two Business Days after being delivered to a recognized courier (whose stated terms of delivery are two
Business Days or less to the destination of such notice), or five days after being deposited in the mail or, in the case of telecopy notice, when received, addressed as set forth on Schedule B hereto to the parties hereto, or to such other address
as may be hereafter notified by the respective parties hereto. 
 6.8. Integration. This Agreement and the documents referred to
herein or delivered pursuant hereto and, in the case of a Management Stockholder or a Director Stockholder, all option, subscription, restricted stock, employment and other agreements entered into by such Management Stockholder or Director
Stockholder and any of the Company and its Subsidiaries (the “Other Agreements”), contain the entire understanding of the parties with respect to the subject matter hereof and thereof. There are no agreements, representations,
warranties, covenants or undertakings with respect to the subject matter hereof and thereof other than those expressly set forth herein and therein. This Agreement and such documents supersede all prior agreements and understandings between the
parties with respect to such subject matter hereof and thereof. Notwithstanding anything else in this Agreement to the contrary, if any Transfer of restricted Common Stock permitted or required under this Agreement is not permitted under any of the
Other Agreements applicable to such restricted Common Stock, then such Transfer shall not be permitted or required hereunder. 
 6.9.
Severability. If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 

6.10. Counterparts. This Agreement may be executed in two or more counterparts, and by different parties on separate counterparts each
of which shall be deemed an original, but all of which shall constitute one and the same instrument. 

  
 25 








 6.11. Governing Law, Etc. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, except (a) with respect to the Company and each Subsidiary organized under the laws of the State of Delaware, for matters directly
within the purview of the General Corporation Law of the State of Delaware (the “DGCL”), which shall be governed by the DGCL and (b) with respect to Subsidiaries not organized under the laws of the State of Delaware, for
matters directly within the purview of the business corporation law of the jurisdiction of organization of such Subsidiary (the “Applicable Corporation Law”), which shall be governed by the Applicable Corporation Law. The parties
executing this Agreement hereby (x) agree to submit to the exclusive jurisdiction of the federal and state courts located in the Southern District of New York in any action or proceeding arising out of or relating to this Agreement,
(y) waive any objection to the laying of venue of any actions or proceedings brought in any such court and any claim that such actions or proceedings have been brought in an inconvenient forum, and (z) agree that service of any process,
summons, notice or document by U.S. registered mail to the address for such party specified in Section 6.7 shall be effective service of process for any action or proceeding in New York with respect to any matter specified above. 

6.12. Additional Management Stockholders. Each Management Stockholder was deemed a party to the Original Agreement by the Plan and,
pursuant to the Plan and the provisions of Section 5.5 of the Original Agreement, is bound hereby. After the date hereof, the Company shall not issue, and shall cause its Subsidiaries not to issue, any Equity Interests to an employee of the
Company or any of its Subsidiaries, including any Affiliate of such employee, unless he, she or it first delivers to the Company a writing, in form and substance satisfactory to the Company, agreeing that he, she or it is bound by the terms hereof
as a Management Stockholder. 
 6.13. Director Stockholders. Each Director Stockholder was deemed a party to the Original Agreement
by the Plan and, pursuant to the Plan and the provisions of Section 5.5 of the Original Agreement, is bound hereby. The Company shall not issue Common Stock to a Director Stockholder until such Director Stockholder first delivers to the Company
a writing, in form and substance satisfactory to the Company, acknowledging that such holder is bound by the terms hereof as a Director Stockholder. 

6.14. Lender Relationship. Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall affect, limit or
impair the rights and remedies of any lender or any of its affiliates in their capacity as lenders to the Company or any of its Affiliates pursuant to any agreement under which the Company or such Affiliate has borrowed money. Without limiting the
generality of the foregoing, no such Person, in exercising its rights as a lender, including making its decision on whether to foreclose on any collateral security, will have any duty to consider (a) its status as a direct or indirect
stockholder of the Company and its Subsidiaries, (b) the interests of the Company or any of its Affiliates or (c) any duty it may have to any other direct or indirect stockholder of the Company and its Subsidiaries, except as may be
required under the applicable loan documents. 
 [The remainder of this page has been intentionally left blank.] 

  
 26 








 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement
to be executed on its behalf as of the date first written above. 
  

			
	SIRVA, INC.
		
	By:	 	/s/ David P. Chameli
	Name:	 	David P. Chameli
	Title:	 	Secretary



  
 Signature Page to
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	COMMERCIAL FINANCE SERVICES 1107, LLC
		
	By:	 	/s/ Gerald L. Parsky
	Name:	 	
	Title:	 	


  

			
	Contact Information for Notices:
	
	Address:
	
	 
	
	 
	
	 
	
	 
		
	Phone:	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	EGI FUND (11-13) INVESTORS, L.L.C.
		
	By:	 	/s/ Jon Wasserman
	Name:	 	Jon Wasserman
	Title:	 	Vice President


  

			
	Contact Information for Notices:
	     each of: Philip Tinkler

                  Jon Wasserman

	
	Address:
	
	2 N. Riverside Plaza
	Suite 600
	Chicago, IL 60606
		
	Phone:	 	
		
	Fax:	 	
		
	Email:	 	


  
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	EGI FUND (08-10) INVESTORS, L.L.C.
		
	By:	 	/s/ Jon Wasserman
	Name:	 	Jon Wasserman
	Title:	 	Vice President


  

			
	 Contact Information for Notices:

    each of: Philip Tinkler

                  Jon Wasserman

	
	 Address:
  

2 N. Riverside Plaza

	Suite 600
	Chicago, IL 60606
	
	
	Phone:	 	
	Fax:	 	
	Email:	 	


  
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	MCDONNELL LOAN OPPORTUNITY LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Contact Information for Notices:
	
	Address:
	
	  

	
	  

	
	  

	
	  

		
	Phone:	 	  

		
	Fax:	 	  

		
	Email:	 	  



  
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	BANK OF AMERICA, N.A.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Contact Information for Notices:
	
	Address:
	
	  

	
	  

	
	  

	
	  

		
	Phone:	 	  

		
	Fax:	 	  

		
	Email:	 	  



  
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	CREDIT SUISSE SECURITIES (USA) LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Contact Information for Notices:
	
	Address:
	
	  

	
	  

	
	  

	
	  

		
	Phone:	 	  

		
	Fax:	 	  

		
	Email:	 	  



  
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	AURUM CLO 2002-1 LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Contact Information for Notices:
	
	Address:
	
	  

	
	  

	
	  

	
	  

		
	Phone:	 	  

		
	Fax:	 	  

		
	Email:	 	  



  
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	 US BANK,

AS TRUSTEE FOR FLAGSHIP CLO III

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	 US BANK,

AS TRUSTEE FOR FLAGSHIP CLO IV

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	 US BANK,

AS TRUSTEE FOR FLAGSHIP CLO V

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	 US BANK,

AS TRUSTEE FOR FLAGSHIP CLO VI

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	ANTARES CAPITAL CORPORATION
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	HARRIS, N.A.
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	PIONEER FLOATING RATE TRUST
	By:	 	Pioneer Investment Management, Inc.
		
	By:	 	/s/ Margaret Bigley
	Name:	 	Margaret Bigley
	Title:	 	Secretary


  

			
	 Contact Information for Notices:

	
	 Address:

	
	60 State Street
	Boston MA
	02109
	
	Attention: William Woo
		
	 Phone:
	 	
		
	 Fax:
	 	
		
	 Email:
	 	


  
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	RELOCO HOLDING CORP.
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 

  

  
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	J.P. MORGAN SECURITIES INC.
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 

  

  
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	MORGAN STANLEY & CO. LLC
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 

  

  
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	Kevin I. Dowd


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	Douglas C. Laux


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 

  

  
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	Francis M. Scricco


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	Jeffrey A. Sell


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 

  

  
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	Mark Sotir


  

			
	 Contact Information for Notices:

	
	 Address:

	
	 
	
	 
	
	 
	
	 
		
	 Phone:
	 	 
		
	 Fax:
	 	 
		
	 Email:
	 	 


  
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	/s/ Wes W. Lucas
	Wes W. Lucas


  

			
	 Contact Information for Notices:

	
	 Address:

	
	
	
	
	
	
		
	 Phone:
	 	
		
	 Fax:
	 	
		
	 Email:
	 	

  

  
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		 	/s/ Michael Filipovic
		 	Michael Filipovic


  

			
	 Contact Information for Notices:

	
	 Address:

	
	
	
	
	
	
		
	 Phone:
	 	
		
	 Fax:
	 	 
		
	 Email:
	 	


  
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		 	/s/ Thomas Obeidorf
		 	Thomas Obeidorf


  

			
	 Contact Information for Notices:

	
	 Address:

	
	
	
	
		
	 Phone:
	 	
		
	 Fax:
	 	 
		
	 Email:
	 	


  
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	/s/ Linda Smith
	Linda Smith


  

			
	 Contact Information for Notices:

	
	 Address:

	
	
	
	
		
	 Phone:
	 	
		
	 Fax:
	 	 
		
	 Email:
	 	


  
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 SCHEDULE A 

Original Stockholder 
 Commercial Finance
Services 1107, LLC 
 Bank of America, N.A. 
 Aurum CLO 2002-1
Ltd. 
 Flagship CLO III 
 Flagship CLO IV 

Flagship CLO V 
 Flagship CLO VI 

EGI-Fund (08-10) Investors, L.L.C. 
 Antares Capital Corporation

 Harris, N.A. 
 Pioneer Floating Rate Trust 

Reloco Holding Corp. 
 J.P. Morgan Securities Inc. 

McDonnell Loan Opportunity Ltd. 

  
 A-1 








 SCHEDULE B 

NOTICES 
 If to the Company, to:

 SIRVA, Inc. 
 700 Oakmont Lane 

Westmont, Illinois 60559 
 Attention: General Counsel 

Telecopy: (630) 570-3390 
 with a copy to: 

Gibson Dunn & Crutcher LLP 
 333 S. Grand Avenue 

Los Angeles, California 90071 
 Attention: Scott J. Calfas 

Telecopy: (213) 229-6362 
 with a copy to: 

Gibson Dunn & Crutcher LLP 
 333 S. Grand Avenue 

Los Angeles, California 90071 
 Attention: Candice S. Choh 

Telecopy: (213) 229-6793 
 If to the Stockholders, to: 

Such Stockholder, at such Stockholder’s address and to such Stockholder’s telecopy number reflected on the signature pages hereto, or to such other
address or telecopy number as the Company may be hereafter notified of by such Stockholder. 

  
 B-1