Exhibit 4.1

AMENDMENT NO. 3 TO THE
STOCKHOLDER RIGHTS AGREEMENT

               The Stockholder Rights Agreement , made and entered into as of July 13, 2004, by and between The Greenbrier Companies, Inc., an Oregon corporation (the “Company”), and Computershare Trust Co., N.A. (formerly EquiServe Trust Company, N.A.), a national banking association, organized and existing under the laws of the United States (the “Rights Agent”), as amended by Amendment No. 1 to Rights Agreement, dated as of November 9, 2004, and Amendment No. 2, dated as of February 5, 2005 (collectively, the “Agreement”), is hereby amended by this Amendment No. 3 to the Stockholder Rights Agreement, dated as of June 10, 2009 (the “Amendment”). Capitalized terms not otherwise defined herein shall have the meanings assigned to those terms as set forth in the Agreement.

                WHEREAS , pursuant to Section 27 of the Agreement the Company may, prior to the Distribution Date, supplement or amend the Agreement without the approval of any holders of Rights or Common Shares to make any provisions with respect to the Rights which the Board of Directors of the Company may deem necessary or desirable.

                WHEREAS , as of the date of this Amendment, a Distribution Date has not occurred.

                NOW, THEREFORE , the parties agree as follows:

     1. Section 1(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) (x) “Acquiring Person” shall mean any Person (as defined) who shall be the Beneficial Owner (as defined) of 12 percent or more of the Common Shares of the Company then outstanding, subject to the exceptions stated in this Section 1(a). An Acquiring Person shall not include (i) the Company, any Subsidiary of the Company, any employee benefit plan (“Plan”) of the Company or of a Subsidiary of the Company, or any Person holding Common Shares for or pursuant to the terms of any such Plan or (ii) any Person who as of the Record Date is the Beneficial Owner of 12 percent or more of the Common Shares then outstanding (such Persons shall be hereinafter referred to individually as a “Grandfathered Stockholder” and such Beneficial Ownership percentage of each Grandfathered Stockholder as of the Record Date shall be referred to as such stockholder’s “Grandfathered Percentage”), unless and until such Person shall thereafter acquire Beneficial Ownership of additional Common Shares (other than an acquisition of the Common Shares as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally), at which time such Person shall be deemed to be an Acquiring Person.

     (y) Notwithstanding Section 1(a)(x), Invesco Private Capital Inc. (“IPC”), WL Ross & Co. LLC (“WLRCo.”), WLR Recovery Fund IV, L.P. (“WLR-IV”), WLR IV Parallel ESC, L.P. (“Parallel Employee Fund”), Wilbur L. Ross,

Jr., his successor as Chairman or Chief Executive Officer of IPC or WLRCo. and any other director or officer of IPC or WLRCo. (other than any such director or officer who does not control the investment decision-making process of IPC or WLRCo. or any of the respective controlled Affiliates of IPC and WLRCo.) and the respective controlled Affiliates of any of the foregoing (including any limited partnership or other entity for which any such Person is the general partner, managing member or investment advisor), but excluding any portfolio company (which, for purposes hereof, shall mean a company that meets each of the following requirements: (i) one of the foregoing Persons which has as its principal business the making and holding of investments owns a significant equity interest in such company as an investment; (ii) such company is actively engaged in a trade or business; and (iii) such company is neither an investment company as defined in Section 3 [15 USCS Section 80a-3] (other than a small business investment company which is licensed by the Small Business Administration to operate under the Small Business Investment Act of 1958 and which is a wholly owned subsidiary of the business development company) nor a company which is an investment company or would be an investment company except for the exclusion from the definition of investment company in Section 3(c) [15 USCS Section 80a-3(c)]) (such portfolio companies, collectively, “Excluded Portfolio Companies” (provision for which is made in Section 1(a)(z)(F) hereof), and the foregoing Persons, other than Excluded Portfolio Companies, the “WLR Group”) shall not be an “Acquiring Person” pursuant to this Section 1(a) for so long as the WLR Group shall be the Beneficial Owner of Common Shares of the Company representing, in the aggregate, not more than 19.9 percent of the Common Shares of the Company then outstanding (such Beneficial Ownership percentage of the WLR Group shall be referred to as the “WLR Grandfathered Percentage”) unless and until the WLR Group shall thereafter acquire Beneficial Ownership of Common Shares in excess of the WLR Grandfathered Percentage, other than pursuant to an acquisition of the Common Shares as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally, at which time the WLR Group shall be deemed to be an Acquiring Person; provided, that, notwithstanding any other provision hereof:

(A) the WLR Grandfathered Percentage shall be reduced upon any transfer or disposition of any kind by the WLR Group to any Person that is not a member of the WLR Group of Common Shares issued or issuable to the WLR Group upon exercise of the rights to purchase Common Shares (or securities into which Common Shares may be converted or exchanged) pursuant to the Warrant Agreement, dated June 10, 2009, among the Company, WLR-IV and Parallel Employee Fund (as amended from time to time, the “Warrant”), by subtracting from the WLR Grandfathered Percentage the percentage determined by the quotient (1) the numerator of which is the number of Common Shares issued or issuable to the WLR Group upon exercise of the Warrant that were so transferred or disposed of

by the WLR Group and (2) the denominator of which is the number of the Common Shares of the Company then outstanding, in the case of each of clauses (1) and (2), immediately after such shares are so transferred or disposed (the “Reduced WLR Grandfathered Percentage”);

(B) the WLR Group shall not be an Acquiring Person under this Agreement by virtue of its Beneficial Ownership of Common Shares exceeding the WLR Grandfathered Percentage or Reduced WLR Grandfathered Percentage, as applicable, to the extent, and only to the extent, that the WLR Group acquires, or has the right to acquire, Common Shares in an original issuance from the Company pursuant to the exercise of the Warrant or pursuant to Section 6.2 or 6.3 of that certain Investor Rights and Restrictions Restriction Agreement, dated as of June 10, 2009, by and among the Company, WLR-IV, Parallel Employee Fund and WLRCo. (the “IRRA”); provided , however , that the WLR Group may only acquire Beneficial Ownership of Common Shares in excess of the WLR Grandfathered Percentage pursuant to this clause (B), if and only to the extent, (1) it results from the application of the anti-dilution provisions contained in Article 4 of the Warrant or the application of the provisions contained in Section 6.2 or 6.3 of the IRRA and (2) all the Common Shares beneficially owned by members of the WLR Group in excess of the WLR Grandfathered Percentage are subject to the terms and conditions of the voting agreement set forth in Section 4.9 of the IRRA (such Section 4.9, the “Voting Agreement”) and each member of the WLR Group is in material compliance with such Voting Agreement;

(C) from and after the time that the Reduced WLR Grandfathered Percentage is reduced below 12 percent, the WLR Group shall no longer be exempt from the definition of “Acquiring Person” under this Section 1(a) and this Section 1(a)(y) shall be of no further force or effect and the WLR Group shall be subject to all of the provisions of this Agreement in the same manner as any Person who is not at the applicable time subject to this Section 1(a)(y);

(D) Section 1(c) shall not apply to the WLR Group or otherwise for purposes of this Section 1(a)(y) and, notwithstanding the definition of “Beneficial Owner” for determining who is deemed to “beneficially own” any securities as provided in Section 1(c) below, solely for purposes of this Section 1(a)(y) and Section 1(a)(z), the WLR Group shall only be deemed to be the “Beneficial Owner” of and shall only be deemed to “beneficially own” securities which one or more members of the WLR Group beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulation 13D-G thereunder (including judicial and administrative interpretations thereof), in each case as in effect on the date hereof;

(E) (1) neither Invesco Ltd. nor any of its Affiliates or Associates, other than members of the WLR Group (such Persons, other than members of the WLR Group, collectively, “Invesco Entities”), and, individually, an “Invesco Entity”), shall be deemed to beneficially own any Common Shares beneficially owned by any member of the WLR Group so long as (a) customary firewalls designed to restrict the sharing of investment and confidential information exist at the applicable time between such Invesco Entities, on the one hand, and the WLR Group, on the other hand, and (b) such Invesco Entity would be permitted to report its Beneficial Ownership of any and all Common Shares owned by it on Schedule 13G (or successor form) if it owned more than 5% of the then-outstanding Common Shares, and (2) no Common Shares beneficially owned by any Invesco Entity shall be deemed to be beneficially owned by the WLR Group so long as (a) customary firewalls designed to restrict the sharing of investment and confidential information exist at the applicable time between such Invesco Entities, on the one hand, and the WLR Group, on the other hand, and (b) the Invesco Entity owning such Common Shares would be permitted to report its Beneficial Ownership of such Common Shares on Schedule 13G (or successor form) if it owned more than 5% of the then-outstanding Common Shares; and

(F) notwithstanding any other provision hereof, the WLR Group shall not be deemed to be beneficially own Common Shares owned by an Excluded Portfolio Company (“Portfolio Company Shares”), provided that (and only so long as each of the following requirements is satisfied): (1) the Portfolio Company Shares were not acquired with the knowledge, consent or approval of any officer or director of any Person comprising the WLR Group, (2) a number of the Common Shares beneficially owned by members of the WLR Group equal to the number of Common Shares beneficially owned by any Excluded Portfolio Company that causes the WLR Group to be in excess of the WLR Grandfathered Percentage, or if less the number of Common Shares beneficially owned by the WLR Group (excluding Portfolio Company Shares), are subject to the terms and conditions of the Voting Agreement, and (3) as promptly as practicable, but in any event within 60 days after learning that the Beneficial Ownership of Common Shares by the WLR Group exceeds the WLR Grandfathered Percentage, the WLR Group either (a) sells or otherwise divests such number of Qualifying Shares as would cause its Beneficial Ownership of Common Shares not to exceed the WLR Grandfathered Percentage (or, if the WLR Group does not beneficially own a sufficient number of Qualifying Shares (excluding Portfolio Company Shares) to do so, then the WLR Group sells or otherwise divests all of its Qualifying Shares) or (b) takes other appropriate actions to cause its Beneficial Ownership of Common Shares not to exceed the WLR Grandfathered Percentage. For purposes hereof, “Qualifying Shares” means Common Shares that are beneficially owned by a member of the WLR Group,

excluding any Common Shares (1) subject to issuance pursuant to the Warrant but that, as of the applicable time, have not been issued by the Company or (2) that are Portfolio Company Shares, unless such Common Shares are held by an Excluded Portfolio Company of which 100% of the equity and voting interests are owned by a member of the WLR Group together with, if applicable, employees and former employees of such Portfolio Company.

     (z) No Person shall become an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of Common Shares outstanding, increases the proportionate number of Common Shares beneficially owned by such Person to 12 percent or more of the Common Shares then outstanding (or with respect to a Grandfathered Stockholder, more than such stockholder’s Grandfathered Percentage, or with respect to the WLR Group, more than the WLR Grandfathered Percentage or Reduced WLR Grandfathered Percentage, as applicable); provided, however, that if a Person shall become the Beneficial Owner of 12 percent or more of the Common Shares then outstanding (or with respect to a Grandfathered Stockholder in excess of such Person’s Grandfathered Percentage, or with respect to the WLR Group, in excess of the WLR Grandfathered Percentage or Reduced WLR Grandfathered Percentage, as applicable) by reason of such share acquisitions by the Company, and thereafter such Person becomes the Beneficial Owner of any additional Common Shares, then such Person shall be deemed to be an Acquiring Person (but only if such acquisition would cause such Person to become an Acquiring Person) unless upon the consummation of the acquisition of such additional Common Shares such Person does not own 12 percent or more of the Common Shares then outstanding (or with respect to a Grandfathered Stockholder in excess of such Person’s Grandfathered Percentage, or with respect to the WLR Group, in excess of the WLR Grandfathered Percentage or Reduced WLR Grandfathered Percentage, as applicable). If the Board of Directors determines in good faith that a Person who would otherwise be an Acquiring Person became such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of the Common Shares that would otherwise cause such Person to be an Acquiring Person or (B) such Person was aware of the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, and if such Person as promptly as practicable divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, then such Person shall not be deemed to be or to have become an Acquiring Person by reason of the acquisitions to which the Board’s determination applies, for any purposes of this Agreement. For purposes of this Section 1(a), in determining the percentage of the outstanding Common Shares with respect to which a Person is the Beneficial Owner (A) all shares as to which such Person is deemed the

Beneficial Owner shall be deemed outstanding and (B) shares which are subject to issuance upon the exercise or conversion of outstanding conversion rights, rights, warrants and options other than those referred to in (A) shall not be deemed outstanding. Any determination made by the Board of Directors as to whether any Person is or is not an Acquiring Person shall be conclusive and binding upon all holders of Rights.

2. Effect on Agreement . Except as amended hereby, all other terms of the Agreement shall remain in full force and effect.

3. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by its duly authorized officers, all as of the date and year first written above.

THE GREENBRIER COMPANIES, INC.				COMPUTERSHARE TRUST COMPANY, N.A.
/s/ Mark J. Rittenbaum				/s/ Dennis V. Moccia
By:		Mark J. Rittenbaum		By:		Dennis V. Moccia
Its:		Executive Vice President, Treasurer and		Its:		Manager, Contract Administration
		Chief Financial Officer

Exhibit 4.2

WARRANT AGREEMENT

AMONG

THE GREENBRIER COMPANIES, INC.,

WLR RECOVERY FUND IV, L.P.,

WLR IV PARALLEL ESC, L.P.

AND

THE OTHER HOLDERS FROM TIME TO TIME PARTY HERETO

Dated as of June 10, 2009

TABLE OF CONTENTS

				Page
1.		DEFINITIONS			1
2.		ORIGINAL ISSUE OF WARRANTS			5
		2.1 Form of Warrant Certificates			5
		2.2 Execution and Delivery of Warrant Certificates			5
3.		EXERCISE PRICE; EXERCISE OF WARRANTS; TRANSFER AND EXPIRATION OF WARRANTS			5
		3.1 Exercise Price			5
		3.2 Exercise of Warrants			6
		3.3 Expiration of Warrants			7
		3.4 Method of Exercise; Payment of Exercise Price			7
		3.5 Compliance with Securities Act			8
4.		DISTRIBUTIONS AND ADJUSTMENTS			8
		4.1 Stock Dividend; Subdivision or Combination of Common Stock			8
		4.2 Other Dividends and Distributions			9
		4.3 Reorganization, Reclassification, Consolidation, Merger or Sale			10
		4.4 Issuance of Additional Common Stock			10
		4.5 Duplicative Adjustments			12
		4.6 Fractional Shares			12
		4.7 Notice of Adjustment			13
		4.8 Successive Adjustments			13
5.		WARRANT TRANSFER BOOKS			13
6.		WARRANT HOLDERS			13
		6.1 No Voting Rights			14
		6.2 Right of Action			14
7.		REPRESENTATIONS AND WARRANTIES OF THE HOLDERS			14
		7.1 Organization			14
		7.2 Authorization			14
		7.3 No Conflicts			14
		7.4 Consents			14
		7.5 Enforceable Obligations			14
		7.6 Accredited Investor			15

TABLE OF CONTENTS
(Continued)

				Page
		7.7 No Sale or Distribution			15
		7.8 Speculative Nature of Investment			15
		7.9 WLR Group Ownership and Activities			15
		7.10 Litigation			16
8.		REPRESENTATIONS AND WARRANTIES OF THE COMPANY			16
		8.1 Existence, Power and Ownership			16
		8.2 Authorization			16
		8.3 No Conflicts			16
		8.4 Consents			16
		8.5 Enforceable Obligations			17
		8.6 Capitalization			17
		8.7 Litigation			17
9.		COVENANTS			17
		9.1 Reservation of Common Stock for Issuance on Exercise of Warrants			17
		9.2 Notice of Certain Actions			18
		9.3 Compliance with Rights and Restrictions Agreement			18
		9.4 Governmental Filing			18
10.		MISCELLANEOUS			18
		10.1 Payment of Taxes			18
		10.2 Surrender of Certificate			18
		10.3 Mutilated, Destroyed, Lost and Stolen Warrant Certificates			19
		10.4 Removal of Legends			19
		10.5 Successors and Assigns; Assignment			19
		10.6 No Third Party Beneficiaries			20
		10.7 Entire Agreement			20
		10.8 Severability			20
		10.9 Amendment and Waiver			20
		10.10 Delays or Omissions			20
		10.11 Notices			21
		10.12 Interpretation			22
		10.13 Governing Law			22

TABLE OF CONTENTS
(Continued)

				Page
		10.14 Counterparts			22
EXHIBIT A — Form of Warrant Certificate

 -iii-

WARRANT AGREEMENT

     This Warrant Agreement (the “ Agreement ”) is entered into as of June 10, 2009, among The Greenbrier Companies, Inc., an Oregon corporation (the “ Company ”), WLR Recovery Fund IV, L.P., a Delaware limited partnership (“ WLR-IV ”), WLR IV Parallel ESC, L.P., a Delaware limited partnership (“ Parallel Employee Fund ”), and each of the other Holders (as defined below) from time to time party hereto.

RECITALS

     WHEREAS, the Company, WL Ross & Co. LLC (“ WLRCo. ”), as administrative agent, and WLR-IV and Parallel Employee Fund as the initial “Holders” thereunder, have entered into that certain Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”);

     WHEREAS, in order to induce WLR-IV and Parallel Employee Fund to enter into the Credit Agreement, the Company does hereby agree to enter into this Agreement pursuant to which the Company shall issue and deliver warrant certificates in substantially the form attached hereto as Exhibit A (the “ Warrant Certificate ”) evidencing Warrants to purchase shares of the Company’s common stock, no par value (“ Common Stock ”), subject to adjustment (the “ Issuance ”), on the terms and subject to the conditions of this Agreement;

     WHEREAS, the Company, WLR-IV, Parallel Employee Fund, WLRCo. and each of the Holders from time to time party to this Agreement are entering into an Investor Rights and Restrictions Agreement (the “ Rights and Restrictions Agreement ”), dated as of the date hereof, in connection with this Agreement and the Issuance; and

     WHEREAS, the applicable parties are entering into the transactions contemplated by this Agreement and the Rights and Restrictions Agreement in part to pursue potentially mutually beneficial investment opportunities, whether made through the Company and its Subsidiaries (as defined in the Rights and Restrictions Agreement), as a joint venture or otherwise.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

      1. DEFINITIONS .

     Unless otherwise specified herein, as used in this Agreement, the following terms shall have the following meanings:

      Affiliate : the meaning set forth in the Rights and Restrictions Agreement.

      Antitrust Law : the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position

through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement.

      Applicable Exchange : the New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange on which the Common Stock is listed at the applicable time.

      Articles of Incorporation : the Company’s Articles of Incorporation (or equivalent organizational document), as amended from time to time.

      Beneficial Owner , Beneficially Own and Beneficial Ownership : the meanings given such terms in the Rights and Restrictions Agreement.

      Board : the board of directors of the Company.

      Business Combination : a merger, consolidation, statutory share exchange or similar transaction involving the Company.

      Business Day : any day that is not a Saturday, Sunday or a day on which banks in New York, New York are required or permitted by law to be closed.

      Capital Stock : the meaning set forth in the Rights and Restrictions Agreement.

      Change of Control : the meaning given such term in the Rights and Restrictions Agreement.

      Common Stock : the meaning set forth in the recitals to this Agreement.

      Company : the meaning set forth in the preamble to this Agreement, together with its successors and permitted assigns.

      Convertible Securities : the meaning set forth in the Rights and Restrictions Agreement.

      Credit Agreement : the meaning set forth in the recitals to this Agreement.

      DOJ : means the United States Department of Justice or any successor thereto.

      Excess Shares : the meaning set forth in Section 3.2(c).

      Exchange Act : the Securities Exchange Act of 1934.

      Exchange Cap : the meaning set forth in Section 3.2(b).

      Excluded Stock : the meaning set forth in Section 4.4(b).

      Exercise Date : the meaning set forth in Section 3.2(a).

      Exercise Price : the meaning set forth in Section 3.1.

      Expiration Date : the meaning set forth in Section 3.3.

      Fair Market Value :

          (i) in the case of shares of securities where, for a continuous period of at least four months prior to the issuance thereof, other shares of the same class had already been listed on the Applicable Exchange, the average of the daily volume-weighted average prices per share of such securities for the 20 consecutive trading days immediately preceding the day as of which Fair Market Value is being determined;

          (ii) in the case of securities not covered by (i) above, the Fair Market Value of such securities shall be determined by either (A) an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, or (B) in good faith by the Board, if agreed to by Holders holding a majority in interest of Warrants at such time outstanding, in either case assuming such securities are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors;

          (iii) in the case of cash, the amount thereof; and

          (iv) in the case of other property, the Fair Market Value of such property shall be determined by either (A) an Independent Financial Expert appointed for such purpose, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, or (B) in good faith by the Board, if agreed to by Holders holding a majority in interest of Warrants at such time outstanding, in either case assuming such property is to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.

      FTC : means the United States Federal Trade Commission or any successor thereto.

      Governmental Authority : means any government, or any political subdivision thereof, any governmental or regulatory entity or body, department, commission, board, agency, instrumentality or self-regulatory organization, and any court, tribunal or judicial body, in each case whether federal, state, county, provincial or local, and whether domestic or foreign.

      Holders : WLR-IV, Parallel Employee Fund and, from time to time hereafter, the other holders of the Warrants.

      HSR Act : means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

      Independent Financial Expert : a nationally recognized financial advisory firm mutually agreed to by the Company and Holders holding a majority in interest of the Warrants at such time outstanding, which firm does not have a material financial interest or other material economic relationship with either the Company or any member of the WLR Group or their respective Affiliates. If the Company and Holders holding a majority in interest of the Warrants at such time outstanding are unable to agree on an Independent Financial Expert, each of them shall choose promptly a separate Independent Financial Expert and these two Independent Financial Experts shall choose promptly a third Independent Financial Expert to determine the applicable Fair Market Value.

      Initial Number : the meaning set forth in Section 4.4(a)(i).

      Invesco : the meaning set forth in Section 7.9(b).

      Invesco Mutual Funds Business : the meaning set forth in Section 7.9(b).

      IPC : the meaning set forth in Section 7.9(b).

      Issuance : the meaning set forth in the recitals to this Agreement.

      Parallel Employee Fund : the meaning set forth in the preamble to this Agreement.

      Per Share Fair Market Value : the meaning set forth in Section 4.2.

      Person : any individual, corporation, limited liability company, trust, joint venture, association, joint stock company, partnership, Government Authority or entity.

      Preferred Stock : the meaning set forth in Section 8.6.

      Rights and Restrictions Agreement : the meaning set forth in the recitals to this Agreement.

      SEC : the Securities and Exchange Commission.

      Securities Act : the Securities Act of 1933.

      Stockholder Rights Agreement : the meaning set forth in the Rights and Restrictions Agreement.

      Total Current Voting Power : the meaning set forth in the Rights and Restrictions Agreement.

      Transfer : the meaning set forth in the Rights and Restrictions Agreement.

      Underlying Common Stock : the shares of Common Stock issuable or issued upon the exercise of the Warrants.

      Voting Agreement : the meaning set forth in Section 3.2(c).

      VWAP : the dollar volume-weighted average sales price for the Common Stock on the Applicable Exchange during the applicable day beginning at 9:30:01 a.m., New York City time (or such other time as the Applicable Exchange publicly announces is the official opening of trading), and ending at 4:00:00 p.m., New York City time (or such other time as the Applicable Exchange publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” functions, or, if the foregoing does not apply, the dollar volume-weighted average price of the Common Stock in the over-the-counter market on the electronic bulletin board for such security during such day as reported by Bloomberg, or, if no dollar volume-weighted average sales price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market

makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).

      Warrant Certificates : the meaning set forth in the recitals to this Agreement.

      Warrants : the warrants issued by the Company pursuant to this Agreement pursuant to the Issuance.

      WLRCo .: the meaning set forth in the recitals to this Agreement.

      WLR Group : the meaning set forth in Section 1(a)(y) of the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment or termination thereof.

      WLR-IV : the meaning set forth in the preamble to this Agreement.

      2. ORIGINAL ISSUE OF WARRANTS .

          2.1 Form of Warrant Certificates . The Warrant Certificates shall be in registered form only and substantially in the form attached hereto as Exhibit A , shall be dated the date on which signed by the Company and may have such legends and endorsements typed, stamped, printed, lithographed or engraved thereon as provided in Section 3.5 and as required by the Rights and Restrictions Agreement or as may be required to comply with any law or with any rule or regulation pursuant thereto.

          2.2 Execution and Delivery of Warrant Certificates . (a) Simultaneously herewith and in accordance with Section 4.01(c) of the Credit Agreement, Warrant Certificates evidencing Warrants entitling the Holders to purchase, subject to Section 3.2, an aggregate of 3,377,903 shares of Common Stock shall be executed by the Company and delivered as directed by WLR-IV in writing on or prior to the date hereof.

               (b) From time to time, the Company shall sign and deliver Warrant Certificates in required denominations to Persons entitled thereto in connection with any transfer or exchange permitted under this Agreement and the Rights and Restrictions Agreement. The Warrant Certificates shall be executed on behalf of the Company by its President and any Vice President, either manually or by facsimile signature printed thereon and shall not be valid for any purpose unless so signed.

      3. EXERCISE PRICE; EXERCISE OF WARRANTS; TRANSFER AND EXPIRATION OF WARRANTS .

          3.1 Exercise Price . Each Warrant Certificate shall, when signed by the Company, entitle the Holder thereof, subject to the provisions of this Agreement, to purchase, except as provided in Sections 3.2 and 3.3 hereof, one share of Common Stock for each Warrant represented thereby, subject to all adjustments made on or prior to the date of exercise thereof, at an exercise price (the “ Exercise Price ”) of $6.00 per share, subject to all adjustments made on or prior to the date of exercise thereof as herein provided.

          3.2 Exercise of Warrants . (a) Subject to this Section 3.2, the Warrants shall be exercisable in whole or in part from time to time on any Business Day (each, an “ Exercise Date ”) beginning on the date hereof and ending on the Expiration Date, in the manner provided for herein.

               (b) In the event that events occurring after the date hereof would result in the adjustment provisions of Article 4 hereof causing the Warrants to become exercisable in the aggregate for a number of shares of Common Stock that would exceed the number of shares that the Company may issue upon exercise of the Warrants under the applicable rules and regulations of the Applicable Exchange (the “ Exchange Cap ”), from and after such time, upon exercise of any Warrant, for each share of Common Stock for which such Warrant is exercised, in lieu of such share, the Company will deliver (i) a portion of a share of Common Stock equal to a fraction, the numerator of which is the Exchange Cap, less the aggregate number of shares of Common Stock previously issued upon exercise of the Warrants (as adjusted for stock splits, dividends, contributions and the like), and the denominator of which is the aggregate number of shares of Common Stock that would be issuable upon exercise of the Warrants remaining outstanding as of such event without giving effect to this Section 3.2(b) and (ii) an amount in cash equal to one minus such fraction multiplied by the Fair Market Value of a share of Common Stock as of the date of exercise (with the effect that upon exercise of all Warrants the total number of shares will not exceed the Exchange Cap, and the obligation to deliver any excess shares otherwise deliverable upon such exercises but for the operation of this Section 3.2(b) would be settled in cash), provided that the foregoing shall not apply from and after such time as the Company obtains the approval of its shareholders as required by the applicable rules and regulations of the Applicable Exchange for issuances of shares of Common Stock in excess of the Exchange Cap ( provided further , however , that the Company shall expressly have no obligation to seek such shareholder approval).

               (c) Subject to the following sentence, the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Warrants and the Holders shall not be entitled to receive any such shares of Common Stock if, and the Warrants shall not be exercisable to the extent that, the issuance of such shares of Common Stock would, but for this Section 3.2(c) and the effect of the provision set forth in Section 1(a)(y) of the Stockholder Rights Agreement, result in the WLR Group (or, if the applicable Holder is not a member of the WLR Group, such Holder or any of its Affiliates) becoming an “Acquiring Person” as that term is defined and calculated in accordance with the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereto (to the extent that such later amendment lowers or has the effect of lowering the applicable percentage of Beneficial Ownership for purposes of calculating whether any such Person is an “Acquiring Person”) or termination thereof. In the event such shares may not be so issued as a result of this Section 3.2(c) (any such shares which may not be so issued, the “ Excess Shares ”), the Company shall not be obligated to issue any Excess Shares unless and until such time as the Excess Shares Beneficially Owned by the applicable Holder have become subject to and bound by the terms of the voting agreement set forth in Section 4.9 of the Rights and Restrictions Agreement (such Section 4.9, the “ Voting Agreement ”) by executing a written document pursuant to which such Holder acknowledges and agrees that any Excess Shares Beneficially Owned by it are subject to and bound by the terms of the Voting Agreement.

          3.3 Expiration of Warrants . Any unexercised Warrants shall expire and the rights of the Holders of such Warrants to purchase Underlying Common Stock shall terminate at the close of business on the fifth anniversary of the date of this Agreement (the “ Expiration Date ”).

          3.4 Method of Exercise; Payment of Exercise Price . (a) Unless the Warrant is being exercised in accordance with Section 3.4(b), in order to exercise a Warrant, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Company, with the form on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise. Any such payment of the Exercise Price shall be payable in cash or other same-day funds, provided that, in lieu of cash or other same-day funds, such Holder may pay all or any portion of the Exercise Price by delivering to the Company written notice of its election to cancel (including evidence, reasonably acceptable to the Company, of the cancellation of) principal amount and/or accrued interest payable by the Company to such Holder under the Credit Agreement in an aggregate amount equal to the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise.

               (b) In lieu of exercising a Warrant in the manner provided above in Section 3.4(a), the Holder thereof may, at its option at any time, elect to receive such number of shares of Common Stock upon surrender of the applicable Warrant at the principal office of the Company together with notice of such election as determined by the following formula:

                          (c) If fewer than all the Warrants represented by a Warrant Certificate are surrendered for exercise under Section 3.4(a) or (b), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered by the Company, and the Company shall register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with this Agreement, the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of

ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 4.6. Upon payment of the Exercise Price therefor or exercise in accordance with Section 3.4(b), a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other evidence of authority that may be reasonably required by the Company.

          3.5 Compliance with Securities Act . (a) (i) No Warrant may be exercised (and the Company shall be under no obligation to process any exercise) except in compliance with Section 3.2 and (ii) no Warrants or Underlying Common Stock may be directly or indirectly Transferred, except in compliance with applicable federal and state securities laws and the Rights and Restrictions Agreement (to the extent applicable to the relevant Holder).

               (b) Subject to Section 10.4 and if and so long as required by the Rights and Restrictions Agreement (to the extent applicable to the relevant Holder), each certificate representing the Warrants and all securities issued pursuant to the exercise of the Warrants shall bear the legends as provided for in Section 3.2 of the Rights and Restrictions Agreement.

      4. DISTRIBUTIONS AND ADJUSTMENTS .

          4.1 Stock Dividend; Subdivision or Combination of Common Stock . If the Company shall (i) declare a dividend in or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify (by any stock split, stock dividend, recapitalization or otherwise) the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify (by reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares, the Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrants at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holders after such date shall be entitled to purchase, upon payment of the same aggregate amount as would have been payable before such date, the number of shares of Common Stock which such Holders would have owned or been entitled to receive in respect of the shares of Common Stock subject to the Warrants after such date had the Warrants been exercised immediately prior to such date. If a dividend is declared and such dividend is not paid, the number of shares of Common Stock issuable pursuant to the Warrants on such date and the Exercise Price shall again be adjusted to be such number and Exercise Price, as applicable, in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to be made pursuant to this Article 4 from and after such record date).

          4.2 Other Dividends and Distributions . In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding regular quarterly cash dividends on shares of Common Stock of up to $0.08 per share to the extent the Board determines to reinstate its prior regular quarterly dividend policy after the date hereof (adjusted for stock splits, dividends, contributions and the like and with any cash dividend pursuant to any such reinstated quarterly dividend policy to be deemed a “regular quarterly cash dividend” for such purposes) out of surplus or net profits legally available therefor and dividends payable in Capital Stock for which adjustment is made under Section 4.1), then in each such case (unless the Company elects to reserve shares or other units of such securities, evidences of indebtedness, assets, cash, rights or warrants for distribution to the Holders upon the exercise of such Warrants so that any such Holder exercising its Warrants shall receive upon such exercise (in addition to the shares of Common Stock to which such Holder is entitled), unless such rights have terminated or expired in accordance with their terms prior to such exercise, the amount and kind of such securities, evidences of indebtedness, assets, cash, rights or warrants which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the securities, evidences of indebtedness, assets, cash, rights or warrants, exercised its Warrants for Common Stock), the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (i) the closing sale price on the Applicable Exchange of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the Applicable Exchange without the right to receive such distribution, minus the amount of cash or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (the “ Per Share Fair Market Value ”) divided by (ii) such closing sale price on the Applicable Exchange on such date specified in clause (i); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of the Warrants shall be increased to the number obtained by dividing (1) the product of (A) the number of shares of Common Stock issuable upon the exercise of the Warrants before such adjustment, and (B) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (2) the new Exercise Price determined in accordance with the immediately preceding sentence. Notwithstanding the foregoing, if the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants so distributed applicable to one share of Common Stock is equal to or greater than the closing sale price on the Applicable Exchange of the Common Stock on the date mentioned above, then, in lieu of the foregoing adjustments, adequate provision shall be made so that each Holder shall instead have the right to receive the amount and kind of securities, evidences of indebtedness, assets, rights or warrants which such Holder would have received in such distribution had such Holder exercised its Warrant immediately prior to such record date. In the event that a distribution for which an adjustment is made hereunder is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrants then in effect shall be readjusted effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of shares of Common Stock that would then be issuable upon exercise of the Warrants if such record date had not been fixed.

          4.3 Reorganization, Reclassification, Consolidation, Merger or Sale . In case of any Business Combination, recapitalization or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 4.1), the Holders’ right to receive shares of Common Stock upon exercise of the Warrants shall be converted into the right to exercise the Warrants to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination, recapitalization or reclassification) upon exercise of the Warrants immediately prior to such Business Combination, recapitalization or reclassification would have been entitled to receive had the Warrants been exercised immediately prior to consummation of such Business Combination, recapitalization or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holders shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be practicable, to the Holders’ right to exercise the Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraph. The Company shall not effect any such Business Combination where the Warrants are assumed by the successor entity unless the successor entity (if other than the Company) resulting from the Business Combination assumes by operation of law and, if not by operation of law, by written instrument the obligation to deliver to the Holders such stock, securities or property as, in accordance with this Section 4.3, the Holders may be entitled to receive. In determining the kind and amount of stock, securities or property receivable upon exercise of the Warrants following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the Holder shall have the right to make a similar election (including being subject to similar proration constraints) upon exercise of the Warrants with respect to the number of shares of stock or other securities or property which the Holders shall receive upon exercise of the Warrants.

          4.4 Issuance of Additional Common Stock . (a) If the Company at any time on or after the date of this Agreement shall issue shares of Common Stock (or Convertible Securities) (other than Excluded Stock (as defined below) or a transaction to which Section 4.1, 4.2 or 4.3 is applicable) without consideration or for a consideration per share (or having a conversion price per share) that is less than 95% of the VWAP on the last trading day preceding the earlier of the date of the agreement on pricing such shares and the public announcement of the proposed issuance of such shares (or such Convertible Securities) then, in such event:

               (i) The number of shares of Common Stock issuable upon the exercise of the Warrants immediately prior to the issuance of such shares (or of such Convertible Securities) (the “ Initial Number ”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock of the Company outstanding (including shares of Common Stock into which outstanding Convertible Securities may be exercised or converted) on such date and (2) the number of additional shares of Common Stock issued (or into which Convertible Securities may be exercised or converted) and (B) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding on such date (including shares of Common Stock into which outstanding Convertible Securities may be exercised or converted) and (2) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which Convertible Securities may be exercised or converted) would purchase at the VWAP on the last trading day

preceding the earlier of the date of the agreement on pricing such shares and the public announcement of the proposed issuance of such shares (or such Convertible Securities); and

               (ii) the Exercise Price payable upon exercise of the Warrants shall be adjusted by multiplying such Exercise Price in effect immediately prior to the issuance of such shares (or of such Convertible Securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of the Warrants prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of the Warrants immediately after the adjustment described in clause (i) above.

          (b) For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such shares of Common Stock or Convertible Securities shall be deemed to be equal to the sum of the net offering price (after deduction of underwriting discounts, commissions and any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities into shares of Common Stock. If such Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or increase or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, such Exercise Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects the rights of conversion or exchange under such Convertible Securities. On the expiration of any such Convertible Securities, the termination of any such rights to convert or exchange or the expiration of any rights related to such Convertible Securities, such Exercise Price shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment made upon the issuance of such rights, Convertible Securities or rights related to such Convertible Securities, as the case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such rights, upon the conversion or exchange of such Convertible Securities or upon the exercise of the rights related to such Convertible Securities, as the case may be. “ Excluded Stock ” shall include issuances:

               (i) of shares of Common Stock issued and outstanding on the date of this Agreement;

               (ii) of shares of Common Stock or Convertible Securities or options therefor issued or granted to employees, officers, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to any employee benefit plan, stock grant, stock option plan or purchase plan, or stock option exchange plan or other employee stock incentive or similar agreement approved by the Board;

               (iii) of securities issued or issuable upon conversion, exercise or exchange of warrants, options, notes or other Convertible Securities outstanding on the date of this Agreement, provided that the terms of the securities or rights are not amended on or after the date hereof in a manner that would result in additional shares being issued thereunder or that would reduce the effective issuance price of such securities or rights below the Exercise Price immediately prior to such amendment;

               (iv) of shares of Common Stock or Convertible Securities issuable upon exercise of the Warrants to be issued pursuant to this Agreement;

               (v) of securities issuable pursuant to the Stockholder Rights Agreement (or any similar successor rights agreement of the Company);

               (vi) of shares of Common Stock or Convertible Securities issued or issuable in connection with any acquisition by the Company or joint venture agreements, in each case approved by the Board, whether through an acquisition of stock or a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital;

               (vii) of securities in connection with a broadly-marketed public offering and sale for cash conducted by the Company (including a 144A-type offering), provided that, to the Company’s knowledge, no more than 5% of the outstanding Common Stock (or securities then convertible into or exercisable for 5% of the outstanding Common Stock) are sold pursuant to such offering to any single purchaser or group (excluding any underwriters or “initial purchasers,” in the case of a 144A-type offering, that initially agree to purchase such securities with the intent or for the purpose of distribution in such offering);

               (viii) of securities for which the Holders of a majority of the outstanding Warrants and the Company shall have elected by an affirmative vote or by written consent to treat as and be deemed to be “Excluded Stock” for purposes of this Agreement; and

               (ix) of shares of Common Stock or Convertible Securities issued or deemed issued as a result of a decrease in the Exercise Price of the Warrants resulting from the operation of Section 4.4.

     All Excluded Stock existing prior to the date of the applicable adjustment pursuant to Section 4.4(a) shall be deemed to be outstanding for all purposes of the computations pursuant to Section 4.4(a).

          4.5 Duplicative Adjustments . If and to the extent that an adjustment is made to a Warrant, the effect of which is to duplicate any adjustment otherwise required by this Article 4, such duplicative adjustment shall not be made in any case, to the extent that such adjustment is so duplicative, that would result in a Holder receiving or becoming entitled to receive (A) any evidences of the Company’s indebtedness, any shares of the Capital Stock or any other securities or property of any nature whatsoever (including cash) or (B) any options, warrants or other rights to subscribe for or purchase the same in any case, to the extent that such adjustment is so duplicative.

          4.6 Fractional Shares . No fractional shares shall be issued upon exercise of any Warrant. If any fractional share of Common Stock otherwise would be issuable upon exercise of any Warrant, the Company may elect to pay to the Holder, in lieu of issuing any fractional share, a sum in cash equal to such fraction multiplied by the Fair Market Value of a share of Common Stock, or in lieu of making such cash payment, the Company may elect to round up to the next whole share the number of shares of Common Stock to be issued to any Holder upon exercise.

          4.7 Notice of Adjustment . Whenever the number of shares of Common Stock or other stock or property issuable upon the exercise of each Warrant is adjusted, as herein provided, the Company shall promptly provide notice to each Holder notice of such adjustment or adjustments setting forth the number of shares of Common Stock or other stock or property issuable upon the exercise of each Warrant after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

          4.8 Successive Adjustments . Any adjustments pursuant to this Article 4 shall be made successively whenever an event referred to herein shall occur.

      5. WARRANT TRANSFER BOOKS .

          (a) The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as provided in this Agreement and the Rights and Restrictions Agreement.

          (b) All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement and the Rights and Restrictions Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange.

          (c) Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing.

          (d) No service charge shall be made to a Holder for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates.

          (e) Subject to compliance with any restrictions on transfer under applicable law and the Rights and Restrictions Agreement, any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company shall treat the registered Holder thereof as the owner for all purposes. No such transfer shall be registered until the Company has been supplied with the aforementioned instruments of transfer and any other such documentation as the Company may reasonably require.

      6. WARRANT HOLDERS.

          6.1 No Voting Rights. Prior to the exercise of the Warrants, no Holder shall be entitled to any rights of a shareholder of the Company in respect of such Holder’s Warrants or Warrant Certificates, including the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of shareholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company.

          6.2 Right of Action . All rights of action in respect of this Agreement are vested in the Holders, and any Holder, without the consent of the Holder of any other Holder, may, on such Holder’s own behalf and for such Holder’s own benefit, enforce and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, such Holder’s right to exercise or exchange such Holder’s Warrants in the manner provided in this Agreement or any other obligation of the Company under this Agreement.

      7. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS .

     Each Holder (except as set forth below) hereby represents and warrants that, as of the date that such Holder becomes a party to this Agreement (or, if such Holder is WLR-IV or Parallel Employee Fund, as of the date hereof):

          7.1 Organization . If an entity, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

          7.2 Authorization . It has all necessary power and authority to enter into this Agreement and the Rights and Restrictions Agreement and to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Rights and Restrictions Agreement and has by proper action duly authorized the execution and delivery of this Agreement and the Rights and Restrictions Agreement.

          7.3 No Conflicts . None of the execution and delivery of this Agreement and the Rights and Restrictions Agreement, nor the consummation of the transactions contemplated herein or therein, nor the performance of and compliance with the terms and provisions hereof or thereof shall, (i) if an entity, violate or conflict with any provision of its organizational documents or (ii) violate any law, regulation, order, writ, judgment, injunction, decree or permit applicable to it.

          7.4 Consents . Subject to the requirements of the HSR Act, and the rules and regulations thereunder, if applicable, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or other Person is required in connection with the execution, delivery or performance by the Holder of this Agreement or the Rights and Restrictions Agreement or the Warrants.

          7.5 Enforceable Obligations . This Agreement and the Rights and Restrictions Agreement have been duly executed and delivered by the Holder and, assuming due authorization, execution and delivery hereof by the Company, constitute legal, valid and binding obligations of the Holder, enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

          7.6 Accredited Investor . Such Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Such Holder is a sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the Warrant and the Underlying Common Stock and is capable of bearing the economic risks of such Warrant and Underlying Common Stock. Such Holder has relied solely upon the advice of such Holder’s legal counsel and accountants or other financial advisers with respect to the legal, financial, business, tax and other considerations relating to the purchase of the Warrant and the Underlying Common Stock and has been offered, during the course of discussions concerning the issuance of the Warrant, the opportunity to ask such questions and inspect such documents concerning the Company and its business and affairs as the Holder has requested so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Warrants.

          7.7 No Sale or Distribution . Such Holder is acquiring the Warrants for its own account and not with a view towards, or for resale in connection with, the sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.

          7.8 Speculative Nature of Investment . The Holder understands and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Warrants for an indefinite period of time and to suffer a complete loss of its investment.

          7.9 WLR Group Ownership and Activities . WLR-IV and Parallel Employee Fund hereby represent and warrant to the Company, as of the date hereof, that:

          (a) WLR Recovery Associates IV LLC is the general partner of WLR-IV, and WLRCo. is the investment advisor of WLR-IV. WLR-IV and other funds within the WLR Group invest in financially distressed businesses. WLR-IV’s investments generally consist of public and private equity and debt securities, including distressed bank loans, claims and equity-linked and other securities. Members of the WLR Group have invested in loans to various institutions pursuant to credit facilities.

          (b) Invesco Ltd. (“ Invesco ”), indirectly through its subsidiary Invesco Private Capital Inc. (“ IPC ”), owns WLRCo. and entities that invest in other private equity funds, as well as directly into companies. Wilber L. Ross, Jr. is IPC’s Chairman and Chief Executive Officer. The WLR Group’s activities are managed separately from Invesco’s mutual funds, managed accounts and other investment activities (including Invesco and any Affiliate of Invesco other than members of the WLR Group, the “ Invesco Mutual Funds Business ”), and customary firewall procedures have been implemented between the WLR Group and the Invesco Mutual Funds Business designed to prevent the sharing of information between the two businesses. No Person involved in the Invesco Mutual Funds Business was involved in WLR-IV’s and Parallel Employee Fund’s decision to invest in the Company, and as of the date hereof neither WLR-IV nor Parallel Employee Fund expects any such Person to be involved in decisions as to the voting or disposition of any such investment.

          (c) WLR-IV and Parallel Employee Fund believe that (i) neither Invesco nor any other Person involved in the Invesco Mutual Funds Business directs the voting or disposition of any debt or equity investments by the WLR Group and (ii) the WLR Group does not direct the voting or disposition of any debt or equity investments by Invesco or the Invesco Mutual Funds Business. Based on WLR-IV’s and Parallel Employee Fund’s understanding of the applicable legal requirements, as of the date hereof, no Person involved in the Invesco Mutual Funds Business is required to be reported, or when initially reported will be reported, as a Beneficial Owner of any securities of the Company Beneficially Owned by a member of the WLR Group on any Schedule 13D to be filed by the WLR Group with the SEC with respect to the transactions contemplated hereby.

          (d) Each of WLR-IV and Parallel Employee Fund is an institutional “accredited investor” within the meaning of clauses (1), (2) and (3) of Rule 501(a) of Regulation D promulgated under the Securities Act, and each of WLR-IV and Parallel Employee Fund invests in debt in the ordinary course of their respective investment activities.

          7.10 Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Holder after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Holder or against its properties or revenues that purport to affect or pertain to this Agreement or the Rights and Restrictions Agreement, or any of the transactions contemplated hereby or thereby.

      8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

     The Company hereby represents and warrants that, as of the date hereof:

          8.1 Existence, Power and Ownership . It is a corporation duly organized, validly existing and in good standing under the laws of the State of Oregon.

          8.2 Authorization . It has the corporate power and authority to enter into this Agreement and the Rights and Restrictions Agreement and to perform its obligations under, and consummate the transactions contemplated by, this Agreement and the Rights and Restrictions Agreement and has by proper action duly authorized the execution and delivery of this Agreement and the Rights and Restrictions Agreement.

          8.3 No Conflicts . None of the execution and delivery of this Agreement and the Rights and Restrictions Agreement, nor the consummation of the transactions contemplated herein or therein, nor the performance of and compliance with the terms and provisions hereof or thereof shall, (i) violate or conflict with any provision of its Articles of Incorporation or by-laws, (ii) violate any material law, regulation, order, writ, judgment, injunction, decree or permit applicable to it, or (iii) violate or conflict with any contractual provisions of, or cause an event of default under, any material indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound.

          8.4 Consents . Subject to the requirements of the HSR Act, and the rules and regulations thereunder, if applicable, no consent, approval, authorization or order of, or filing,

registration or qualification with, any court or Governmental Authority or other Person is required in connection with the execution, delivery or performance of this Agreement or the Rights and Restrictions Agreement or the Warrants.

          8.5 Enforceable Obligations . This Agreement and the Rights and Restrictions Agreement have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Holders, constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

          8.6 Capitalization . As of the date hereof, the Company’s authorized Capital Stock consists of 75,000,000 shares, of which 25,000,000 shares are preferred stock, no par value (“ Preferred Stock ”), 200,000 shares of which are designated as Series A Participating Preferred Stock, of which none were issued and outstanding, and 50,000,000 shares are Common Stock, of which 17,094,234 shares were issued and outstanding as of June 5, 2009. As of the date hereof, no shares of Common Stock are held in treasury and 12,160 shares of Common Stock are reserved for issuance upon exercise of outstanding employee stock options. There are no shares of Capital Stock authorized or outstanding other than the Common Stock and the Preferred Stock. There are no other classes of Capital Stock of the Company authorized or outstanding. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights. There are no outstanding rights, options, warrants, conversion rights or agreements or commitments of any character relating to the Company’s authorized and issued, unissued or treasury shares of Common Stock, and the Company has not issued any debt securities, other securities, rights or obligations that are currently outstanding and convertible into or exchangeable for, or giving any Person a right to subscribe for or acquire, Common Stock of the Company, in each case other than outstanding employee options and the Company’s 2 ³ / ₈ % Convertible Senior Notes due 2026.

          8.7 Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its subsidiaries or against any of their respective properties or revenues that purport to affect or pertain to this Agreement or the Rights and Restrictions Agreement, or any of the transactions contemplated hereby or thereby.

      9. COVENANTS .

          9.1 Reservation of Common Stock for Issuance on Exercise of Warrants . The Company covenants that it shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of issuance upon exercise of Warrants as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all Warrants issuable hereunder. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, upon such issuance, be duly and validly issued and fully paid and non-assessable.

          9.2 Notice of Certain Actions . (a) At any time when the Company declares any distribution or dividend on its Common Stock (other than any regular quarterly cash dividend), it shall give notice to the Holders that at such time hold outstanding Warrants of any such declaration not less than 15 days prior to the related record date for payment of the distribution or dividend so declared.

          (b) Upon actual knowledge by the Company of the occurrence of a Change of Control, the Company shall give notice to the Holders that at such time hold outstanding Warrants of such occurrence not less than 15 days prior to the date on which such Change of Control is expected to become effective or promptly after actual knowledge by the Company.

          9.3 Compliance with Rights and Restrictions Agreement . The Company and each Holder covenant and agree to be bound by the provisions of the Rights and Restrictions Agreement to the extent applicable to such Holder.

          9.4 Governmental Filing . The Company and the applicable Holders acknowledge that one or more filings under the HSR Act may be necessary in connection with the issuance of the Underlying Common Stock upon exercise of the Warrants. Prior to exercise of any Warrants, the Company and the applicable Holders shall, if required, (i) file with the FTC and the Antitrust Division of the DOJ a Notification Form relating to the exercise of such Warrants as required by the HSR Act, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by other applicable Antitrust Laws in connection with the exercise of such Warrants. The expiration or early termination of any waiting period associated with any required filings under the HSR Act or other applicable Antitrust Laws shall be a condition to the exercise of any Warrants.

      10. MISCELLANEOUS.

          10.1 Payment of Taxes . The Company shall pay all transfer, stamp and other similar taxes that may be imposed in respect of the issuance or delivery of the Warrants or in respect of the issuance or delivery by the Company of any securities upon exercise of the Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock or other securities underlying the Warrants or payment of cash to any Person other than the Holder in respect of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or payment, the Company shall not be required to issue any security or to pay any cash until such tax or charge has been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. The Company and the Holders agree that the issuance and exercise of the Warrants is intended to be a capital transaction and not a compensatory transaction, and any Holder who is not a U.S. Person for U.S. federal income tax purposes hereby represents that the Common Stock would, if owned by such Holder, be capital assets in its hands for U.S. federal income tax purposes.

          10.2 Surrender of Certificate . Any Warrant Certificate surrendered for exercise or purchase shall be promptly cancelled and shall not be reissued by the Company. The Company shall destroy such cancelled Warrant Certificates.

          10.3 Mutilated, Destroyed, Lost and Stolen Warrant Certificates . (a) If (i) any mutilated Warrant Certificate is surrendered to the Company or (ii) the Company receives evidence to its satisfaction of the destruction, loss or theft of any Warrant Certificate, and there is delivered to the Company such appropriate affidavit of loss, applicable processing fee and a corporate bond of indemnity as may be required by it to save it harmless, then, in the absence of notice to the Company that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and deliver, in exchange for any such mutilated Warrant Certificate or in lieu of any such destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like tenor and for a like aggregate number of Warrants.

          (b) Upon the issuance of any new Warrant Certificate under this Section 10.3, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and other expenses (including the reasonable fees and expenses of counsel to the Company) in connection therewith.

          (c) Every new Warrant Certificate executed and delivered pursuant to this Section 10.3 in lieu of any destroyed, lost or stolen Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder.

          (d) The provisions of this Section 10.3 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of mutilated, destroyed, lost, or stolen Warrant Certificates.

          10.4 Removal of Legends . A Holder may surrender its Warrant Certificates or certificates evidencing Underlying Common Stock to the Company, which shall exchange such certificates for certificates without the legends referred to in Sections 2.1 and 3.5; provided that applicable federal and state securities laws and the Rights and Restrictions Agreement no longer requires such legend.

          10.5 Successors and Assigns; Assignment . Except as otherwise expressly provided herein or in the Rights and Restrictions Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. This Agreement and the Warrant Certificates may not be assigned by (a) the Company (other than by operation of law, including in connection with a Change of Control) without the prior written consent of Holders holding a majority in interest of the Warrants at such time outstanding or (b) any Holder without the prior written consent of the Company, except that each Holder may assign their respective rights and obligations without such consent in connection with a Transfer of such Holder’s Warrants made pursuant to and in accordance with the requirements for a Transfer of the Warrants made under Article 3 of the Rights and Restrictions Agreement; provided , however , that the transferee agrees to be bound by Articles 3 and 5 of the Rights and Restrictions Agreement, this Agreement and the applicable Warrant Certificates as a “Holder” and the original Holder shall not be relieved from its obligations under this Agreement (which, in the case of a Transfer pursuant to clause (vi) of Section 3.1(a) of the Rights and Restrictions Agreement, may be accomplished by the transferee

being deemed to have so agreed by virtue of its acceptance of the stock certificate or Warrant Certificate evidencing the applicable equity interest bearing the restrictive legends reflecting such agreement).

          10.6 No Third Party Beneficiaries . Except to the extent that rights are expressly granted to a party under the terms of this Agreement, this Agreement is not intended to create any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third party beneficiary hereto.

          10.7 Entire Agreement . This Agreement, the Warrant Certificates and the Rights and Restrictions Agreement (together with any other agreements entered into among the parties or their Affiliates in connection herewith) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof.

          10.8 Severability . In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          10.9 Amendment and Waiver . No amendment, waiver or other modification of, or consent under, any provision of this Agreement shall be effective against the Company, unless it is approved in writing by the Company, and no amendment, waiver or other modification of, or consent under, any provision of this Agreement shall be effective against any Holder, unless it is approved in writing by Holders Beneficially Owning a majority in interest of the Warrants at such time outstanding; provided that if any amendment or waiver operates in a manner that purports by its terms to treat any Holder differently from any other Holder in a manner adverse to such Holder or that modifies the terms upon which the Warrants are exercisable, redeemable or transferable, the consent of such affected Holder shall also be required for such amendment or waiver to be binding on such adversely affected Holder; provided further that any Holder may waive any rights or provide consent with respect to itself; provided further that notwithstanding the foregoing, the addition of a Holder as a party hereto in accordance with the terms of Article 3 of the Rights and Restrictions Agreement shall not constitute an amendment hereto and may be effected by the execution of a counterpart hereto only by such new Holder. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained.

          10.10 Delays or Omissions . It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any Holder’s part of any breach, default or noncompliance under this Agreement or any waiver on such Holder’s part of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either

under this Agreement, by law or otherwise afforded to any party, shall be cumulative and not alternative.

          10.11 Notices . (a) Any notice, demand or delivery authorized by this Agreement shall be sufficiently given or made, when sent by email or facsimile (with a copy thereof sent by first-class mail, postage prepaid on the same day that the email or facsimile is dispatched) or when sent by overnight delivery, in each case, addressed to any Holder at such Holder’s address shown on the register of the Company and to the Company, WLR-IV or Parallel Employee Fund as follows:

or to such other address as shall have been furnished to the party giving or making such notice, demand or delivery.

               (b) Any notice required to be given by the Company to the Holders pursuant to this Agreement, shall be made in accordance with Section 10.11(a), to the Holders at their respective addresses as set forth on their respective signature page at the time such Holder entered into this Agreement and became a Holder or as otherwise shown on the register of the

Company. Any notice that is sent in the manner herein provided shall be conclusively presumed to have been duly given when as set forth in Section 10.11(a), whether or not the Holder receives the notice.

          10.12 Interpretation . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. When reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise, and shall include all amendments of the same and any successor or replacement statutes and regulations. All references to agreements shall mean such agreement as may be amended or otherwise modified from time to time. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

          10.13 Governing Law . This Agreement and each Warrant Certificate issued hereunder and all rights arising hereunder shall be governed by the internal laws of the State of New York.

          10.14 Counterparts . This Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts, including Persons who become a party to this Agreement after the date hereof), each or which shall be deemed an original, but all of which together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank.]

      IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

		THE GREENBRIER COMPANIES, INC.
		By:		/s/ Mark J. Rittenbaum
				Name: Mark J. Rittenbaum
				Title: Executive Vice President, Treasurer            and Chief Financial Officer
		WLR RECOVERY FUND IV, L.P.
		By:		WLR Recovery Associates IV LLC, its General Partner
		By:		WL Ross Group, L.P., its Managing Member
		By:		El Vedado, LLC, its General Partner
		By:		/s/ Michael J. Gibbons
				Name: Michael J. Gibbons
				Title: Manager
		WLR IV PARALLEL ESC, L.P.
		By:		WLR Recovery Associates IV LLC, its Attorney-in-fact
		By:		WL Ross Group, L.P., its Managing Member
		By:		El Vedado, LLC, its General Partner
		By:		/s/ Michael J. Gibbons
				Name: Michael J. Gibbons
				Title: Manager

[Warrant Agreement]

EXHIBIT A

FORM OF FACE OF WARRANT CERTIFICATE

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT, DATED AS OF JUNE 10, 2009, AMONG THE GREENBRIER COMPANIES, INC., WLR RECOVERY FUND IV, L.P., WLR IV PARALLEL ESC, L.P., WL ROSS & CO. LLC AND EACH OF THE OTHER HOLDERS FROM TIME TO TIME PARTY THERETO, COPIES OF WHICH INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT ARE ON FILE AND AVAILABLE AT THE PRINCIPAL OFFICE OF THE GREENBRIER COMPANIES, INC.

      THE HOLDER HEREOF, BY VIRTUE OF ITS ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ARTICLES 3 AND 5 OF THE INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT AND THE WARRANT AGREEMENT AND THIS CERTIFICATE.

WARRANTS TO PURCHASE COMMON STOCK
OF THE GREENBRIER COMPANIES, INC.

No.		Certificate for                      Warrants

     This certifies that [HOLDER], or registered assigns, is the registered holder of the number of Warrants set forth above. Each Warrant entitles the holder thereof (a “ Holder ”), subject to the provisions contained herein and in the Warrant Agreement (as defined below) and the Rights and Restrictions Agreement (as defined below), to purchase from The Greenbrier Companies, Inc. (the “ Company ”), one share of the Company’s common stock, no par value (“ Common Stock ”), subject to adjustment upon the occurrence of certain events specified herein and in the Warrant Agreement, at the exercise price (the “ Exercise Price ”) of $6.00 per share, subject to adjustment upon the occurrence of certain events specified herein and in the Warrant Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Warrant Agreement.

     This Warrant Certificate is issued pursuant to, and in accordance with, the Warrant Agreement, dated as of June 10, 2009 (the “ Warrant Agreement ”), among the Company, WLR Recovery Fund IV, L.P. (“ WLR-IV ”) and WLR IV Parallel ESC, L.P. (“ Parallel Employee Fund ”) and each of the other Holders from time to time party thereto, and is subject to the terms and provisions contained in the Warrant Agreement, as well as certain terms and provisions of the Investor Rights and Restrictions Agreement, dated as of June 10, 2009 (the “ Rights and Restrictions Agreement ”), among the Company, WLR-IV, Parallel Employee Fund, WL Ross & Co. LLC and each of the Holders from time to time party thereto, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement and the Rights and Restrictions Agreement are hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement and the Rights and Restrictions Agreement for a full statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, WLR-IV, Parallel Employee Fund and the Holders.

     This Warrant Certificate shall terminate and be void as of the close of business on the Expiration Date.

     As provided in the Warrant Agreement and subject to the terms and conditions therein set forth, the Warrants shall be exercisable from time to time on any Business Day and ending on the Expiration Date.

     All shares of Common Stock issuable by the Company upon the exercise of Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

     In order to exercise a Warrant, the registered Holder hereof must surrender this Warrant Certificate at the corporate office of the Company, with the Exercise Subscription Form on the reverse hereof duly executed by the Holder hereof, with signature guaranteed as therein specified, together with, if applicable, any required payment in full of the Exercise Price then in effect for the share(s) of Underlying Common Stock as to which the Warrant(s) represented by this Warrant Certificate are submitted for exercise, all subject to the terms and conditions hereof and of the Warrant Agreement and the Rights and Restrictions Agreement. Any cash payment of the Exercise Price shall be by certified or official bank check drawn on a New York City bank payable to the order of the Company.

     This Warrant Certificate and all rights hereunder are transferable by the registered Holder hereof, subject to the terms of the Warrant Agreement and the Rights and Restrictions Agreement, in whole or in part, on the register of the Company, upon surrender of this Warrant Certificate for registration of transfer at the office of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or his attorney duly authorized in writing, with signature guaranteed as specified in the attached Form of Assignment on the reverse hereof. Upon any partial transfer, the Company shall issue and deliver to such Holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. PLEASE SEE THE WARRANT AGREEMENT AND THE RIGHTS AND RESTRICTIONS AGREEMENT FOR APPLICABLE RESTRICTIONS ON TRANSFER OF THIS WARRANT CERTIFICATE.

     No service charge shall be made to a Holder for any registration of transfer or exchange of the Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Subject to compliance with any restrictions on transfer under applicable law and the Rights and Restrictions Agreement, each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that this Warrant Certificate when duly endorsed in blank shall be deemed negotiable and that when this Warrant Certificate shall have been so endorsed, the Holder hereof may be treated by the Company and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby, or to the transfer hereof on the register of the Company, any notice to the contrary notwithstanding, but until such transfer on such register, the Company may treat the registered Holder hereof as the owner for all purposes.

     This (a) Warrant Certificate and the Warrant Agreement and (b) the Rights and Restrictions Agreement are subject to amendment as provided in the Warrant Agreement and the Rights and Restrictions Agreement, respectively.

     Copies of the Warrant Agreement and the Rights and Restrictions Agreement are on file at the office of the Company and may be obtained by writing to the Company at the following address: One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035, Attention: General Counsel.

     This Warrant Certificate shall not be valid for any purpose until it shall have been signed by the Company.

Dated:                      , 2009

FORM OF REVERSE OF WARRANT CERTIFICATE

EXERCISE SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

To: The Greenbrier Companies, Inc. (the “ Company ”)

     The undersigned irrevocably exercises                      of the Warrants for the purchase of one share (subject to adjustment in accordance with the Warrant Agreement) of the Company’s common stock, no par value (“ Common Stock ”), of the Company for each Warrant represented by the Warrant Certificate and (a) herewith makes payment of $                      (such payment being by certified or official bank check drawn on a New York City bank payable to the order of                      ) or cancellation of indebtedness in accordance with Section 3.4(a) or (b) surrenders such Warrants for exercise of                                  shares of Common Stock pursuant to Section 3.4(b), all at the Exercise Price and on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement, surrenders this Warrant Certificate and all right, title and interest therein to the Company and directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered in the name and delivered at the address specified below. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Warrant Agreement.

     Notwithstanding anything to the contrary contained herein, this Exercise Subscription Form shall constitute a representation by the Holder submitting this Exercise Subscription Form that, after giving effect to the exercise provided for in this Exercise Subscription Form, but subject to Section 3.2(c), the undersigned holder believes in good faith (based on the Company’s publicly available SEC filings) that the exercise contemplated hereby shall not result in such holder or any of its Affiliates (or, if the holder is a member of the WLR Group, shall not result in the WLR Group) becoming an “Acquiring Person” as that term is defined and calculated in accordance with the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereto (to the extent that such later amendment lowers or has the effect of lowering the applicable percentage of Beneficial Ownership for purposes of calculating whether any such Person is an “Acquiring Person”) or termination thereof; provided , further , however , that in the event the exercise contemplated hereby does result in the issuance of Excess Shares, the undersigned acknowledges and agrees that it and such shares shall be subject to and bound by terms of the Voting Agreement set forth in Section 4.9 of the Rights and Restrictions Agreement with respect to any such Excess Shares and agrees to comply therewith as if a party thereto (regardless of whether the undersigned is a party thereto).

     Subject to Section 3.2(b) of the Warrant Agreement, this Exercise Subscription Form shall constitute a representation by the Holder submitting this Exercise Subscription Form that the Holder understands and agrees that the Company shall not issue any shares of Common Stock upon exercise of the Warrant and the Holder shall not be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that aggregate number of shares of Common Stock which the Company may issue upon exercise of the

Warrants pursuant to the Company’s obligations under the applicable rules or regulations of the Applicable Exchange.

Date:                     

		*
		(Signature of Owner)
		(Street Address)
		(City)                                           (State) (Zip Code)
		Signature Guaranteed by:
Securities to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Any unexercised Warrants evidenced by the within Warrant Certificate to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:

Exhibit 4.3

INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT

AMONG

THE GREENBRIER COMPANIES, INC.,

WLR RECOVERY FUND IV, L.P.,

WLR IV PARALLEL ESC, L.P.,

WL ROSS & CO. LLC
(solely with respect to Section 4.8 and 7.3 through 7.12)

AND

THE OTHER HOLDERS FROM TIME TO TIME PARTY HERETO

Dated as of June 10, 2009

TABLE OF CONTENTS

						Page
1.		DEFINITIONS					1
		1.1.		Definitions			1
2.		CORPORATE GOVERNANCE RIGHTS					7
		2.1.		Board Designee			7
		2.2.		Confidentiality			9
		2.3.		Rights Solely for WLR			10
3.		TRANSFERS					10
		3.1.		Transfer Restrictions			10
		3.2.		Legends; Securities Act Compliance			14
		3.3.		Additional Matters			15
4.		CERTAIN COVENANTS AND OTHER AGREEMENTS					15
		4.1.		Standstill			15
		4.2.		Anti-Takeover Provisions			18
		4.3.		Restrictions on Hedging			19
		4.4.		Acquisition of Additional Voting Stock			19
		4.5.		Election of Directors; Quorum			19
		4.6.		Notices Regarding Ownership			20
		4.7.		Stockholder Rights Agreement			20
		4.8.		Investment Committee			20
		4.9.		Voting Agreement			22
		4.10.		Rights Solely for WLR			22
5.		REGISTRATION RIGHTS					23
		5.1.		Registration			23
		5.2.		Registration Procedures, Rights and Obligations			25
		5.3.		Expenses of Registration			28
		5.4.		Indemnification; Contribution			28
		5.5.		Representations, Warranties and Indemnities to Survive			29
		5.6.		Information by the Selling Holders			29
		5.7.		Market Standoff Agreement			29

TABLE OF CONTENTS
(Continued)

						Page
		5.8.		Termination of Registration Rights			30
		5.9.		Transfer of Registration Rights			30
6.		COMPANY SECURITIES OFFERINGS					30
		6.1.		Stock Issuances Below Minimum Price			30
		6.2.		Participation Rights			31
		6.3.		Certain Rights Offerings			33
		6.4.		Termination			33
7.		MISCELLANEOUS					34
		7.1.		Termination			34
		7.2.		Expenses			34
		7.3.		Successors and Assigns; Assignment			34
		7.4.		No Third Party Beneficiaries			34
		7.5.		Entire Agreement			34
		7.6.		Severability			35
		7.7.		Amendment and Waiver			35
		7.8.		Delays or Omissions			35
		7.9.		Notices			35
		7.10.		Interpretation			36
		7.11.		Governing Law			37
		7.12.		Counterparts			37

INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT

     THIS INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT (this “ Agreement ”) is entered as of June 10, 2009, among The Greenbrier Companies, Inc., an Oregon corporation (the “ Company ”), and WLR Recovery Fund IV, L.P., a Delaware limited partnership (“ WLR-IV ”), WLR IV Parallel ESC, L.P., a Delaware limited partnership (“ Parallel Employee Fund ”), WL Ross & Co. LLC, a Delaware limited liability company (which shall be a party hereto solely for purposes of Sections 4.8 and 7.3 through 7.12) (“ WLRCo. ”), and each of the other Holders (as defined below) from time to time party hereto.

RECITALS

     WHEREAS, the Company has entered into that certain Credit Agreement, dated as of the date hereof (the “ Credit Agreement ”), with WLRCo., as administrative agent, and WLR-IV and Parallel Employee Fund as the initial “Holders” thereunder; and

     WHEREAS, simultaneously herewith and in order to induce WLR-IV and Parallel Employee Fund to enter into the Credit Agreement, the Company is entering into a Warrant Agreement (the “ Warrant Agreement ”) pursuant to which the Company shall issue and deliver warrant certificates evidencing warrants (the “ Warrants ”) to purchase up to an initial aggregate maximum of 3,377,903 shares of the Common Stock, subject to adjustment as set forth therein, all as subject to and in conformity with the terms of the Warrant Agreement; and

     WHEREAS, the parties hereto desire to enter into this Agreement with respect to certain arrangements relating to the Company, the Warrant Agreement, the Warrant certificates, the Warrants and the Underlying Common Stock; and

     WHEREAS, the applicable parties are entering into the transactions contemplated by the Warrant Agreement and this Agreement in part to pursue potentially mutually beneficial investment opportunities, whether made through the Company and its Subsidiaries, a joint venture or otherwise.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

      1. DEFINITIONS

          1.1. Definitions . Unless otherwise specified herein, as used in this Agreement, the following terms shall have the following meanings:

          “ Additional Acquired Shares ” has the meaning set forth in Section 3.1(a).

          “ Affiliate ” means, as to any Person (the “ subject Person ”), any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with the subject Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management

and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise; provided , however , that, with respect to any member of the WLR Group, “ Affiliate ” shall not include any Invesco Entities. “ Affiliated ” shall have the correlative meaning.

          “ Agreement ” has the meaning set forth in the preamble of this Agreement.

          “ Applicable Exchange ” has the meaning assigned to such term in the Warrant Agreement.

          “ Beneficial Owner ”, “ Beneficially Own ” and “ Beneficial Ownership ” have the meanings set forth in Rule 13d-3 under the Exchange Act, including the provision that any member of a “group” shall be deemed to have beneficial ownership of all securities beneficially owned by other members of the group, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule; provided , however , that a Person shall be deemed to be the beneficial owner of any security which may be acquired by such Person whether within 60 days or thereafter, upon the conversion, exchange or exercise of any rights, options, warrants or similar securities to subscribe for, purchase or otherwise acquire (x) capital stock of any Person or (y) debt or other evidences of indebtedness, capital stock or other securities directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock of such Person. Unless specified otherwise, all calculations of Beneficial Ownership shall be made by including securities that the Person (and any group of which such Person is a member), but not any other Person (except member(s) of a group of which such Person is a member), has the right to acquire in both the numerator and the denominator. Notwithstanding the foregoing, for purposes of this Agreement and the Warrant Agreement, the Beneficial Ownership of Common Stock by WLR-IV, Parallel Employee Fund and the other members of the WLR Group (and the related terms “Beneficial Owner” and “Beneficially Own”) shall be calculated as set forth in Sections 1(a)(y)(D), (E) and (F) of the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendments thereto or termination thereof.

          “ Board ” has the meaning assigned to such term in the Warrant Agreement.

          “ Board Designee ” has the meaning assigned to such term in Section 2.1(a).

          “ Business ” has the meaning assigned to such term in Section 4.8(a).

          “ Business Day ” has the meaning assigned to such term in the Warrant Agreement.

          “ Capital Stock ” means any and all shares of capital stock of the Company, including any and all shares of Common Stock.

          “ Change of Control ” means an event or series of events by which (i) any Person acquires Beneficial Ownership of 50% or more of the outstanding shares of Common Stock, (ii) all or substantially all of the consolidated assets of the Company are sold, leased, exchanged or Transferred to any Person or group of Persons, (iii) the Company is consolidated, merged, amalgamated, reorganized or otherwise enters into a similar transaction in which it is combined with another Person, unless the Persons who Beneficially Own the outstanding Voting Stock of

the Company immediately before consummation of the transaction Beneficially Own a majority of the outstanding Voting Stock of the combined or surviving entity immediately thereafter in substantially the same proportion among such Persons as prior to giving effect to such transaction, or (iv) the holders of Capital Stock approve of any plan or proposal for the liquidation or dissolution of the Company.

          “ Common Stock ” means the Common Stock, no par value per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

          “ Company ” has the meaning assigned to such term in the preamble of this Agreement, together with its successors and permitted assigns.

          “ Competitor ” means any Person identified in good faith by the Company as one of its significant competitors in North America or Europe in a certification previously delivered by the Company to WLR-IV and signed by the Chief Executive Officer or Chief Financial Officer of the Company, as such certification is supplemented or amended from time to time, with the consent of WLR-IV, which consent shall not be unreasonably withheld; provided that, for the purposes of Section 3.1(b)(iv) such Person was identified as such prior to the applicable Transfer of Company securities.

          “ Convertible Securities ” means all securities exercisable or exchangeable for, or convertible into, Voting Stock.

          “ Credit Agreement ” has the meaning assigned to such term in the recitals to this Agreement.

          “ Demand Registrable Securities ” has the meaning assigned to such term in Section 5.1(c).

          “ Demand Registration Statement ” has the meaning assigned to such term in Section 5.1(c).

          “ Demand Request ” has the meaning assigned to such term in Section 5.1(c).

          “ Designee Termination Date ” has the meaning assigned to such term in Section 2.1(d).

          “ Director ” means any member of the Board.

          “ Excess Shares ” has the meaning assigned to such term in the Warrant Agreement.

          “ Exchange Act ” has the meaning assigned to such term in the Warrant Agreement.

          “ group ” means a group of Persons within the meaning of Section 13 of the Exchange Act and Regulation 13D-G thereunder.

          “ Hedging Transaction ” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including any put or call option, swap or other derivative transaction whether settled in cash or securities) to obtain a “short”, “call” or “put equivalent position” or total equity return swap with respect to the Common Stock.

          “ Holder ” means WLR-IV, Parallel Employee Fund and the other holders from time to time of Warrants or the Underlying Common Stock on the date hereof or who become a party to this Agreement pursuant to and in accordance with a Transfer permitted under Article 3; provided , that (a) for purposes of Article 5 of this Agreement, “Holders” means only those parties that hold shares of Underlying Common Stock that are Registrable Securities and (b) Transferees who acquire Underlying Common Stock or Warrants in accordance with Section 3.1 of this Agreement, who are not members of the WLR Group and who are required to become “Holders” for purposes of this Agreement, shall be subject to, and entitled to the benefits of, Article 3 (but only to the extent set forth therein applicable to such Transferee) and Article 5 hereof but shall not be subject to, or have the benefits of, Article 2 or 4 hereof.

          “ Indemnified Party ” has the meaning assigned to such term in Section 5.4(c).

          “ Indemnifying Party ” has the meaning assigned to such term in Section 5.4(c).

          “ Initial WLR Designees ” has the meaning assigned to such term in Section 2.1(a).

          “ Invesco Entities ” has the meaning assigned to such term in Section 1(a)(y)(E) of the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment or termination thereof.

          “ Investment Committee ” has the meaning assigned to such term in Section 4.8(a).

          “ Investment Opportunities ” has the meaning assigned to such term in Section 4.8(a).

          “ Lock-Up ” has the meaning assigned to such term in Section 5.7.

          “ Mandatory Black-Out Period ” means each period during which Persons are generally restricted from trading in Common Stock pursuant to the Company’s then-applicable insider trading policy as from time to time adopted by the Board in good faith.

          “ Majority Holders ” has the meaning assigned to such term in Section 5.2(c).

          “ Managing Underwriters ” has the meaning assigned to such term in Section 5.2(c).

          “ Market Cut-Back ” has the meaning assigned to such term in Section 5.2(d).

          “ Minimum Price ” has the meaning assigned to such term in Section 6.1.

          “ N&CG Committee ” has the meaning assigned to such term in Section 2.1(a).

          “ 180-Day Limitation ” has the meaning assigned to such term in Section 5.2(a).

          “ Offering Notice ” has the meaning assigned to such term in Section 6.2(b).

          “ Parallel Employee Fund ” has the meaning assigned to such term in the preamble of this Agreement.

          “ Permitted Transferee ” has the meaning assigned to such term in Section 3.1(a).

          “ Permitted Representatives ” has the meaning assigned to such term in Section 2.2.

          “ Person ” has the meaning assigned to such term in the Warrant Agreement.

          “ Piggyback Notice ” has the meaning assigned to such term in Section 5.1(d).

          “ Piggyback Registration ” has the meaning assigned to such term in Section 5.1(d).

          “ Prospectus ” shall mean the prospectus relating to the Underlying Common Stock included in a Registration Statement, as such prospectus may be amended or supplemented from time to time, in each case including all materials incorporated by reference therein.

          “ Purchase Rights ” has the meaning assigned to such term in Section 6.3.

          “ Registrable Securities ” means all or any of the shares of Underlying Common Stock and, subject to the limitations set forth therein, any shares of Common Stock issued pursuant to Section 6.2 and 6.3, if applicable; provided , however , that such shares shall cease to be Registrable Securities (i) when such shares shall have been sold or Transferred pursuant to a Registration Statement, (ii) when such shares have been Transferred in compliance with Rule 144 under the Securities Act, or are Transferable by a Person who is not an Affiliate of the Company pursuant to Rule 144 without any volume or manner of sale restrictions thereunder, or (iii) if such shares shall have ceased to be outstanding.

          “ Registration Request ” has the meaning assigned such term in Section 5.1(c).

          “ Registration Statement ” means any Shelf Registration Statement, Demand Registration Statement or registration statement used in connection with a Piggyback Registration.

          “ Restricted Securities ” has the meaning assigned such term in Section 3.2(a).

          “ SEC ” has the meaning assigned to such term in the Warrant Agreement.

          “ Securities Act ” has the meaning assigned to such term in the Warrant Agreement.

          “ Shelf Registration Statement ” has the meaning assigned such term in Section 5.1(a).

          “ Shelf Request ” has the meaning assigned to such term in Section 5.1(a).

          “ Standstill Period ” means the period beginning on the date hereof and ending on the earlier of (i) the fifth anniversary of the date hereof and (ii) the date that the WLR Group no longer has Beneficial Ownership of at least 5% of the Total Current Voting Power of the Company.

          “ Stockholder Rights Agreement ” means the Rights Agreement, dated as of July 13, 2004, between the Company and EquiServe Trust Company, N.A., as amended by Amendment No. 1, dated November 9, 2004, Amendment No. 2, dated February 5, 2005, and Amendment No. 3, dated June 10, 2009, unless the context otherwise requires, as amended or supplemented from time to time, and any other shareholder rights agreement of the Company commonly known as a “poison pill.”

          “ Subsidiary ” means, with respect to any party, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such party (or another Subsidiary of such party) holds stock or other ownership interests representing (A) more than 50% of the voting power of all outstanding stock or ownership interests of such entity, (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity, or (C) a general or managing partnership interest in such entity.

          “ Third Party ” has the meaning assigned to such term in Section 4.1(b)(i).

          “ Total Current Voting Power ” means at the time of determination of Total Current Voting Power, the total number of votes which may be cast on the election of Directors at any meeting at which all classes of Voting Stock are entitled to vote (assuming for this purpose that all Warrants have been exercised at the applicable time).

          “ Tranche Request ” has the meaning assigned to such term in Section 5.1(b).

          “ Transfer ” means, directly or indirectly, to sell, transfer, distribute, assign, pledge, loan, hedge, encumber, hypothecate or similarly dispose of (by merger, operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other legally binding commitment with respect to the sale, transfer, distribution, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, operation of law or otherwise), any Voting Stock, any Convertible Securities, or any interest in any Voting Stock or Convertible Securities.

          “ Underlying Common Stock ” has the meaning assigned to such term in the Warrant Agreement.

          “ Voting Stock ” means shares of the Common Stock and any other securities of the Company or its successor having the power generally to vote in the election of members of

the Board or the equivalent of its successor (but not class voting rights which apply upon the occurrence of certain events, such as dividend arrearages).

          “ Warrant Agreement ” has the meaning assigned to such term in the recitals to this Agreement.

          “ Warrants ” has the meaning assigned to such term in the recitals to this Agreement.

          “ WLR Board Designee ” has the meaning assigned to such term in Section 2.1(a).

          “ WLR Group ” has the meaning assigned to such term in the Warrant Agreement.

      2. CORPORATE GOVERNANCE RIGHTS

          2.1. Board Designee .

          (a) The Company will cause two designees of WLR-IV to be appointed to the Board (the “ Initial WLR Designees ”), one of whom shall be a Class I Director and one of whom shall be a Class II Director, and will cause each such appointment to be effective on the first Business Day after the date hereof. To the extent required by applicable law, the Company’s articles of incorporation or by-laws, at the first annual meeting of the Company’s shareholders after the date hereof, the Company shall propose that the Company’s shareholders ratify the appointment contemplated hereby of the Initial WLR Designees. In addition, and without limiting the foregoing, from and after the date hereof through the Designee Termination Date, with respect to any meeting of the Company’s shareholders at which Class I Directors are elected generally, including the first annual meeting of the Company’s shareholders after the date hereof (or, if the Board is not classified at any such time, with respect to any meeting of the Company’s shareholders at which Directors are elected generally), the Company shall nominate an individual designated by WLR-IV to the Board (as a Class I Director if at such time the Board is classified) (the “ WLR Board Designee ” and collectively, with the Initial WLR Designees, the “ Board Designees ”); provided , however , that no nomination of a WLR Board Designee shall be required unless such nominee shall (i) be qualified and suitable to serve as a member of the Board under all applicable corporate governance policies and guidelines of the Company and the Board, and applicable legal, regulatory and Applicable Exchange requirements, (ii) not be (or be a representative of or otherwise Affiliated with) a Competitor, and (iii) be acceptable to the Board (including the Nominating and Corporate Governance Committee (the “ N&CG Committee ”) of the Board) in its good faith discretion. As of the date hereof, the Board has determined that Wilbur L. Ross, Jr. and Wendy L. Teramoto are acceptable Board Designees pursuant to the foregoing criteria. WLR-IV shall take all necessary action to cause any proposed WLR Board Designee (other than Wilbur L. Ross, Jr. and Wendy L. Teramoto, so long as there is no new development or change in circumstance affecting the designation of either of them that

would reasonably cause the Board to review and update the Board’s determination that either of them would be an acceptable WLR Board Designee) to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information as the Board or the N&CG Committee may reasonably request. In addition, each proposed WLR Board Designee shall provide such information necessary to determine whether the proposed WLR Board Designee is independent from the Company under various requirements and institutional investor guidelines and such other information necessary to determine any disclosure obligations of the Company as the Board or the N&CG Committee may reasonably request. The Company agrees to use the same efforts to cause the WLR Board Designee to be elected to the Board (and to cause the appointment of the Initial WLR Designees to be ratified as described above) as it uses to cause other nominees of the Board to be elected and, once elected or ratified, as applicable, each Board Designee shall serve until his or her respective successor is elected and qualified or until his or her earlier death, disability or resignation or removal by the shareholders of the Company. Provided that the WLR Board Designee then meets the requirements set forth in the third sentence of this Section 2.1(a) and the Designee Termination Date has not yet occurred, the Company shall nominate such WLR Board Designee for re-election as a Director at the end of each term of such WLR Board Designee as part of the slate proposed by the Company that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of the Board. In the event that the WLR Board Designee ceases to be a member of the Board, so long as the Designee Termination Date has not occurred, WLR-IV may select another individual to fill the vacancy created thereby and, if the Board determines that such individual meets the criteria set forth in the third sentence of this Section 2.1(a), such individual shall become the WLR Board Designee and shall be appointed to fill such vacancy.

          (b) The Board Designees shall be subject to the policies and requirements of the Company and its Board, including the Corporate Governance Guidelines of the Board and the Company’s Business Conduct Policy, and shall comply with the Company’s insider trading policy, in a manner consistent with the general application of such policies and requirements to other members of the Board. The Company shall indemnify the Board Designees and provide the Board Designees with director and officer insurance to the same extent it indemnifies and provides insurance for the other members of the Board pursuant to its organizational documents, applicable law or otherwise. The Company shall pay the Board Designees customary compensation and benefits provided to other Directors who are not employees of the Company and shall reimburse the Board Designees for their reasonable out-of-pocket expenses incurred for the purpose of attending meetings of the Board or committees thereof, in accordance with the Company’s general reimbursement policy in effect from time to time.

          (c) Prior to the Designee Termination Date, if no Board Designee is currently serving on the Board, WLR-IV shall have the right to designate a representative who may attend meetings of the Board and any Board committee meetings (whether such meetings are held in person, telephonically or by other means) in a non-voting, observer capacity and the Company shall provide such representative with copies of all notices, minutes, consents and other materials that it provides Directors at the same time as delivered to such Directors; provided that the Company may exclude such representative from any meeting or portions thereof and exclude such materials or portions thereof (as long as Company notifies WLR-IV that such materials have been excluded and certifies that it has determined in good faith that such exclusion is

reasonably necessary to (i) preserve attorney-client privilege or (ii) protect against disclosure of information related to the Warrants or any other matter which any member of the WLR Group has an interest that is different from the interests of shareholders generally). As a condition precedent to becoming a non-voting observer, each individual designated as a representative of WLR-IV pursuant to this Section 2.1(c) shall execute a confidentiality agreement with the Company on customary terms. Any Board observation rights granted pursuant to this Section 2.1(c) shall terminate and be of no further force or effect upon the earlier to occur of (i) a Board Designee again serving on the Board and (ii) the Designee Termination Date.

          (d) All obligations of the Company pursuant to this Section 2.1 shall terminate upon the first to occur of: (i) the fifth anniversary of the date of this Agreement, (ii) the date that the WLR Group no longer has Beneficial Ownership of at least 5% of the Total Current Voting Power of the Company, (iii) any Person shall have acquired Beneficial Ownership of 50% or more of the outstanding shares of Common Stock, (iv) the Company is consolidated, merged, amalgamated, reorganized or otherwise enters into a similar transaction in which it is combined with another Person, unless the Persons who Beneficially Own the outstanding Voting Stock of the Company immediately before consummation of the transaction Beneficially Own a majority of the outstanding Voting Stock of the combined or surviving entity thereafter in substantially the same proportion among such Persons as prior to giving effect to such transaction, (v) WLR-IV irrevocably waives and terminates in writing, on behalf of itself and the other members of the WLR Group, all of its and their rights under this Section 2.1, or (vi) WLR-IV, Parallel Employee Fund or any Permitted Transferee has breached the terms of this Agreement in any material respect and, with respect to breaches that are curable, such member of the WLR Group does not cure any such breach within 30 days of written notice of such breach from the Company (the date of such termination the “ Designee Termination Date ”). For avoidance of doubt, any breach by any member of the WLR Group of Sections 4.1, 4.5 or 4.9 shall be deemed material and not curable for purposes of the foregoing clause (vi).

          (e) Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee shall cause any WLR Board Designee to resign, if requested by the Company, from the Board effective upon an event described in clause (iii), (iv) or (vi) of Section 2.1(d). Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that the obligations imposed on them in this Section 2.1(e) are special, unique and of an extraordinary character, and that, in the event of breach by any of them or a WLR Board Designee of this Section 2.1(e), damages would not be an adequate remedy and the Company shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity; and each of WLR-IV, Parallel Employee Fund and each Permitted Transferee further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

          2.2. Confidentiality . Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees, and shall cause each of its Affiliates, to (i) keep confidential all proprietary or non-public information of the Company and its Subsidiaries received by participation in the activities of the Board (whether from a Board Designee, non-voting observer or otherwise) or otherwise received by it from the Company, its Subsidiaries or their respective representatives, or any member of the WLR Group or its representatives, (ii) not disclose or reveal any such information to any Person without the prior written consent of the Company

other than to those of WLR-IV’s, Parallel Employee Fund’s, each Permitted Transferee’s or their respective Affiliates’ directors, general partner and officers, attorneys, accountants and financial advisors (“ Permitted Representatives ”) whom such Person determines in good faith need to know such information for the purpose of evaluating, monitoring or taking any other action with respect to the investment by the members of the WLR Group in the Warrants or Underlying Common Stock, and (iii) cause those Permitted Representatives to observe the terms of this Section 2.2; provided that nothing herein shall prevent WLR-IV, Parallel Employee Fund, a Permitted Transferee or any of their respective Affiliates from disclosing any information that (1) is or becomes generally available to the public in accordance with law other than (A) as a result of any action or inaction by WLR-IV, Parallel Employee Fund, a Permitted Transferee or any of their respective Affiliates, Permitted Representatives or Subsidiaries, in violation of this Section 2.2, (B) in violation of any other confidentiality agreement between the Company and such Person, or (C) in violation of any other contractual, legal or fiduciary duty of such Person, (2) was within WLR-IV’s, Parallel Employee Fund’s or any of their respective Affiliate’s possession or developed by such Person prior to being furnished with such information ( provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information), (3) becomes available to WLR-IV, Parallel Employee Fund, a Permitted Transferee or any of their respective Affiliates on a non-confidential basis from a source other than the Company ( provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information), or (4) is required to be disclosed by law or order ( provided that, prior to such disclosure, WLR-IV or such Affiliate shall, unless prohibited by law or order, promptly notify the Company of any such disclosure, use reasonable efforts to limit the disclosure requirements of such law or order, and maintain the confidentiality of such information to the maximum extent permitted by law or order). Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee shall not, and shall cause each of its Affiliates not to, contravene applicable insider trading policies and laws as they relate to the Company.

          2.3. Rights Solely for WLR . The rights and obligations of WLR-IV, Parallel Employee Fund and their Permitted Transferees pursuant to this Article 2 shall only apply to WLR-IV, Parallel Employee Fund and their Permitted Transferees, and may not be Transferred to any other Person.

      3. TRANSFERS

          3.1. Transfer Restrictions .

          (a) Until the date that is the fifth anniversary of the date hereof, no Holder may Transfer any of the Warrants or the Underlying Common Stock, or, in the case of any member of the WLR Group, any Common Stock acquired by it pursuant to the application of Sections 4.4, 6.2 or 6.3 (the “ Additional Acquired Shares ”), except (i) a Transfer (x) to the Company, (y) in a transaction that has been specifically approved by the Company in writing, or (z) pursuant to a tender offer or transaction described in clause (iii) or (iv) of the definition of Designee Termination Date set forth in Section 2.1(d), in each case, approved by the Board, (ii) a Transfer by a member of the WLR Group to another member of the WLR Group (a “ Permitted

Transferee ”), (iii) in the case of the Underlying Common Stock or Additional Acquired Shares, a Transfer to a Transferee that is not a Holder or an Affiliate of such Transferring Holder pursuant to an effective registration statement covering the resale of the Restricted Securities, (iv) in the case of the Underlying Common Stock or Additional Acquired Shares, a Transfer to a Transferee that is not a Holder or an Affiliate of the Transferring Holder pursuant to Rule 144 under the Securities Act, (v)(x) a private Transfer to a Person that is not a Permitted Transferee that is otherwise exempt from the registration requirements of the Securities Act (including any such Transfer in connection with the Transfer to such Person of a loan interest under and in accordance with the Credit Agreement), and (y) in the case of a Person that is an individual, as a bona fide gift or gifts, or by will or intestacy, or solely for charitable purposes, or to any trust, limited partnership or limited liability company the beneficiaries or members of which are exclusively such Holder or the immediate family or such Holder (for purposes hereof, “immediate family” shall mean any relationship by blood, adoption or marriage not more remote than first cousin), provided such Transfer does not involve a disposition for value), or (vi) a Transfer by a Holder that is a limited partnership to the limited partners of such Holder (whether in a single transaction or series of related transactions) in connection with which all or a portion of such securities are distributed on a basis proportionate with such limited partners’ equity interest in such Holder; provided , however , that each such Transfer must comply with such of the following requirements as are applicable:

          (A) in the case of a Transfer pursuant to clause (iv) or (v)(x) of this Section 3.1(a), as a condition precedent to such Transfer, unless otherwise agreed by the Company in writing, the Transferor delivers an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer is exempt from registration under the Securities Act and applicable state securities laws;

          (B) in the case of a Transfer pursuant to clause (ii) or (v) of this Section 3.1(a), as a condition precedent to such Transfer, the Transferee delivers a written instrument to the Company, in form and substance reasonably satisfactory to the Company, confirming that such Transferee is subject to and bound by the obligations of this Agreement as a “Holder” and, in the case of a Transfer pursuant to clause (ii) of this Section 3.1(a), as a “Permitted Transferee,” including the obligations contained in this Article 3 to the extent applicable to such Transferee; provided , however , that no such Transfer pursuant to clause (ii) shall relieve the applicable Holder of any of its obligations under this Agreement (and the applicable member of the WLR Group shall cause any applicable Permitted Transferee to comply with this Agreement and the Warrant Agreement, as applicable to it); provided , further , if any Permitted Transferee ceases to be a member of the WLR Group after a Transfer pursuant to clause (ii) of this Section 3.1(a), such Permitted Transferee must, at or prior to the time at which such Person ceases to be a member of the WLR Group, Transfer such Transferred securities to a member of the WLR Group;

          (C) in the case of a Transfer of shares of Underlying Common Stock or Additional Acquired Shares pursuant to clause (vi) of this Section 3.1(a), the Transferring Holder delivers a written instrument to the Company in form and

substance reasonably satisfactory to the Company (which such instrument may be relied upon by the Company for purposes of determining the Holders for purposes of Article 5 until such time as the Company receives written notice otherwise from the Transferring Holder or the applicable Transferee) confirming, with respect to each Transferee, that either:

     (1) (x) such Transferee is not at the time of such Transfer, and has not been during the three months prior to such Transfer, an Affiliate of the Company or the Transferring Holder, (y) the Underlying Common Stock was not issued less than 12 months prior to the Transfer (if the exercise of the Warrant occurred pursuant to Section 3.4(a) of the Warrant Agreement), and (z) the Transfer of the Underlying Common Stock received upon the exercise of such Warrant (if the exercise of the Warrant occurred pursuant to Section 3.4(b) of the Warrant Agreement) did not occur within 12 months of the date of this Agreement, in which case such Transferee shall not be subject to any provision of this Agreement and the securities so Transferred shall not be required to bear the legends set forth in Section 3.2(a); or

     (2) (x) such Transferee is at the time of such Transfer, and/or has been during the three months prior to such Transfer, an Affiliate of the Company or the Transferring Holder, (y) the Underlying Common Stock was issued less than 12 months prior to the Transfer (if the exercise of the Warrant occurred pursuant to Section 3.4(a) of the Warrant Agreement), or (z) the Transfer of the Underlying Common Stock occurred within 12 months of the date of this Agreement (if the exercise of the Warrant occurred pursuant to Section 3.4(b) of the Warrant Agreement), in which case such securities so Transferred shall constitute Registrable Securities for purposes of Article 5 (and such Transferee shall have agreed to be bound by Article 5 of this Agreement (which, in the case of a Transfer pursuant to clause (vi) of Section 3.1(a), may be accomplished by the Transferee being deemed to have so agreed by virtue of its acceptance of the stock certificate evidencing the applicable equity interest bearing the restrictive legends reflecting such agreement)) and shall be required to bear the legends set forth in the first paragraph of Section 3.2(a));

          (D) in the case of a Transfer of Warrants pursuant to clause (vi) of this Section 3.1(a), the Transferee shall have agreed to be bound by Articles 3 and 5 of this Agreement and the Warrant Agreement and the Warrant Certificate so distributed (which, in the case of a Transfer pursuant to clause (vi) of Section 3.1(a), may be accomplished by the Transferee being deemed to have so agreed by virtue of its acceptance of the Warrant Certificate evidencing the applicable equity interest bearing the restrictive legends reflecting such agreement); provided that, if at the time of exercise of such Warrants the Holder thereof delivers a written instrument to the Company in form and substance reasonably satisfactory to the Company confirming the shares of Underlying Common Stock to be received upon such exercise will not constitute Registrable Securities, then such

Transferee shall be automatically released from all obligations, and not be entitled to any rights, under this Agreement and such shares of Underlying Common Stock shall not be required to bear the legends set forth in Section 3.2(a).

          (E) no such Transfers may be made prior to the six-month anniversary of the date hereof, except for a Transfer pursuant to clause (i), (ii) or (v), but in the case of a Transfer pursuant to clause (v) either solely in connection with the Transfer to a Person of a loan interest under and in accordance with the Credit Agreement of this Section 3.1(a) or Transfer pursuant to subclause (y) thereof; and

          (F) no Holder that is subject to (or an Affiliate of a Person that is subject to) the Company’s then-applicable insider trading policy may Transfer any of the Warrants or any shares of Underlying Common Stock during any Mandatory Black-Out Period, except to the extent permitted under such trading policy.

          (b) Notwithstanding the foregoing, no Holder, unless specifically approved by the Company in writing or pursuant to a tender offer or transaction described in clause (iii) or (iv) of the definition of Designee Termination Date set forth in Section 2.1(d), in each case, approved by the Board, may Transfer Warrants or the Underlying Common Stock or, in the case of any member of the WLR Group, any Additional Acquired Shares:

          (i) to any Person (other than a Permitted Transferee and the WLR Group) such that, after consummation of such Transfer, the Transferred securities when aggregated with any other securities Beneficially Owned by such Person, such Person would have Beneficial Ownership of Voting Stock representing in the aggregate, to such Holder’s knowledge, 5% or more of the Total Current Voting Power;

          (ii) if the securities to be Transferred represent in the aggregate 5% or more Beneficial Ownership of the outstanding Voting Stock of the Company and the Transfer is made (A) in the case of a Transfer pursuant to clause (iii) or (iv) of Section 3.1(a), in a block trade or similar transaction, or (B) to a single purchaser (other than the Company or a Permitted Transferee and the WLR Group) in one or a series of related transactions or, to such Holder’s knowledge, to a group in one or a series of related transactions;

          (iii) if such Transfer would be in violation of applicable laws and regulations; or

          (iv) if the identity of the Transferee is known by such Holder and such Transferee is a Competitor or, to such Holder’s knowledge, any of the Subsidiaries or Affiliates of any Competitor.

          (c) Prior to any Transfers of Warrants or any Voting Stock to any Person under Section 3.1(a)(v), the Holder shall obtain a written certification from such Person

regarding the amount of, and intentions with respect to, the Beneficial Ownership of Voting Stock held by such Person.

          (d) Each Holder acknowledges that the issuance of the Warrants and the Underlying Common Stock have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act.

          3.2. Legends; Securities Act Compliance .

          (a) Each Holder agrees to the imprinting of the following legend on any certificate evidencing any of the Warrants and the Underlying Common Stock and any Additional Acquired Shares (provided that the legend set forth in the third immediately following paragraph shall only be affixed to a security Transferred in reliance on clause (vi) of Section 3.1(a) hereof) (as so legended, the “ Restricted Securities ”), unless such legend is no longer required with respect to such Holder as contemplated by the provisions of Section 3.2(b):

     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.”

     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT, DATED AS OF JUNE 10, 2009, AMONG THE GREENBRIER COMPANIES, INC., WLR RECOVERY FUND IV, L.P., WLR IV PARALLEL ESC, L.P., WL ROSS & CO. LLC AND EACH OF THE OTHER HOLDERS FROM TIME TO TIME PARTY THERETO, COPIES OF WHICH INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT ARE ON FILE AND AVAILABLE AT THE PRINCIPAL OFFICE OF THE GREENBRIER COMPANIES, INC.”

     “THE HOLDER HEREOF, BY VIRTUE OF ITS ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ARTICLES 3 (IF APPLICABLE) AND 5 OF THE INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT AND, IF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE WARRANTS, THE WARRANT AGREEMENT AND THIS CERTIFICATE.”

          (b) In the event that any Warrants, Underlying Common Stock or Additional Acquired Shares are Transferred pursuant to Section 3.1(a)(iii), Section 3.1(a)(iv) or, to the extent such securities are not required to bear legends pursuant to Section 3.1(a)(C) or (D),

Section 3.1(a)(vi), the Company shall promptly upon request remove the legends set forth above from the certificates representing such Warrants or Underlying Common Stock, as applicable.

          3.3. Additional Matters .

     The Company shall not be required to register any Transfer of the Warrants or the Underlying Common Stock in violation of this Article 3. The Company may, and may instruct any transfer agent for the Company to, place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Article 3.

      4. CERTAIN COVENANTS AND OTHER AGREEMENTS

          4.1. Standstill .

          (a) Subject to Sections 4.1(b), 4.1(c) and 4.4, each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that during the Standstill Period, without the prior written approval of the Company, such Person shall not, and shall cause each member of the WLR Group not to, act alone or in concert with any other Person or group to, directly or indirectly:

          (i) acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other group, through the use of a derivative instrument or voting agreement, or otherwise, (x) without the prior consent of a representative of the Company who has been authorized by the Board to approve or disapprove such transactions on behalf of the Company generally, debt securities of the Company or (y) Beneficial Ownership of Voting Stock, except that members of the WLR Group may (A) Beneficially Own the Warrants and the shares of Underlying Common Stock, (B) acquire Beneficial Ownership of additional shares of Common Stock pursuant to Sections 6.2 and 6.3, and (C) acquire Beneficial Ownership of additional shares of Common Stock representing in the aggregate not more than 3.4% of the Total Current Voting Power;

          (ii) (A) solicit or participate in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) with respect to any Voting Stock or (B) seek to advise or influence any Person with respect to the voting of any Voting Stock (other than in accordance with and consistent with the recommendation of the Board); provided , that the limitation contained in this clause (ii) shall not apply to any proposal recommended by the Board to be voted on by the Company’s shareholders that is not first publicly proposed by any member of the WLR Group;

          (iii) deposit any Voting Stock or any Convertible Securities in a voting trust or, except as otherwise provided or contemplated herein or the Warrant Agreement, subject any Voting Stock to any arrangement or agreement with any Person with respect to the voting of such Voting Stock, other than any

such trust, arrangement or agreement the only parties to, or beneficiaries of, which are members of the WLR Group, the terms of which do not require or expressly permit any party thereto to act in a manner inconsistent with this Agreement;

          (iv) form, join or participate in a group (other than a group comprised solely of other members of the WLR Group) with respect to any Voting Stock or Convertible Securities; provided , however , such Person shall not be deemed to have formed, joined or participated in a group with another Person solely as a result of one or more Persons selling Registrable Securities under Article 5;

          (v) effect or seek, offer or propose to effect any Change of Control of the Company or any recapitalization, restructuring, liquidation, dissolution or other transaction with respect to the Company or any of its Subsidiaries or Affiliates; provided , however , nothing herein shall prohibit any member of the WLR Group from taking any such action if such offer or proposal (A) is specifically requested to be made in writing by the Board prior to the making off such offer or proposal or (B) where such action is comprised solely of discussions with or proposals to the Board and senior executives of the Company on a confidential basis;

          (vi) authorize any representative of any member of the WLR Group to be named as a director candidate on a proxy or ballot of any other Person relating to a matter to be voted on at a meeting of the Company’s shareholders, other than the proxy or ballot of the Company with the recommendation of the Board;

          (vii) otherwise effect or seek, offer or propose to effect control of, or influence over, the management, Board or policies of the Company, its Subsidiaries or controlled Affiliates or to publicly seek a waiver, amendment or modification of any provision of this Section 4.1(a); provided , however , that no action by the Board Designee (solely in his or her capacity as such) shall be deemed to violate this Section 4.1(a)(vii) and nothing herein shall prohibit any member of the WLR Group from taking any such action if such action (A) is specifically requested to be made in writing by the Board prior to the taking of such action or (B) where such action is comprised solely of discussions with or proposals to the Board and senior executives of the Company on a confidential basis;

          (viii) call or join with any other Person (other than the Board) in calling any special meeting of the shareholders of the Company; or

          (ix) otherwise (A) take any action that would reasonably be expected to compel the Company to make a public announcement regarding, (B) publicly disclose any intention, plan or arrangement that is inconsistent with, or

(C) advise, induce or knowingly substantially assist any Person in connection with, any of the matters set forth in this Section 4.1.

          (b) The restrictions set forth in Section 4.1(a) shall not prohibit any member of the WLR Group from participating in any tender offer, or participating in or voting for any transaction of the type described in clause (iii) or (iv) of the definition of Designee Termination Date. In addition, the restrictions set forth in Section 4.1(a) shall not apply if any of the following occurs ( provided , that if any event described in clause (i) of this Section 4.1(b) occurs but such Third Party announces it has abandoned such offer, in clause (iii) of this Section 4.1(b) occurs but such agreement is subsequently terminated or in clause (iv) of this Section 4.1(b) occurs but the Company publicly announces that it is no longer exploring strategic alternatives or makes a similar public announcement indicating that it is no longer considering a change in control of the Company, then the restrictions set forth in Section 4.1(a) shall thereafter resume 30 days after such time (as long as at such time no new events of the following type has occurred) and continue to apply if a Board Designee is then serving as a member of the Board):

          (i) a third party who is not a member of the WLR Group or an Affiliate thereof (excluding for this purpose the proviso in the definition of “Affiliate” in Section 1.1) (a “ Third Party ”) commences (within the meaning of Rule 14d-2 under the Exchange Act) a bona fide tender or exchange offer for more than 35% of the outstanding Voting Stock and the Board either (A) redeems or amends the Stockholder Rights Agreement so as to make it inapplicable to such proposal or (B) does not recommend against the tender or exchange offer within ten Business Days after the commencement thereof or such longer period as shall then be permitted under SEC rules; or

          (ii) a Third Party acquires Beneficial Ownership of 35% of the outstanding Voting Stock; or

          (iii) the Company enters into an agreement pursuant to which a Third Party would acquire all or substantially all of the assets of the Company or providing for an acquisition (by way of merger, tender offer or otherwise) of more than 35% of the outstanding Voting Stock or a transaction in which the Company would be merged or consolidated with another Person, unless immediately following the consummation of such transaction the shareholders of the Company immediately prior to the consummation of such transaction would continue to hold (in substantially the same proportion as their ownership of the Company’s voting stock immediately prior to the transaction) more than 65% of all of the outstanding common stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction or any direct or indirect parent thereof; or

          (iv) the Company publicly announces that it is exploring strategic alternatives, or makes any similar public announcement indicating that it is actively seeking a change in control of the Company and, in any such event, such announcement is made with the approval of the Board.

          (c) If the Company engages in a transaction with another Person pursuant to which such Person acquires Beneficial Ownership of shares of Common Stock representing in excess of 20% of Total Current Voting Power through open market purchases or purchases from the Company for cash, or a combination thereof, where such transaction is primarily for the purpose of raising capital and not part of a broader strategic transaction or relationship, and the Company amends its then effective Stockholder Rights Agreement to facilitate such ownership and either does not enter into a standstill agreement with respect to such Person’s ownership or enters into a standstill agreement with respect to such Person’s ownership which includes standstill provisions that are less favorable to the Company than those contained in Section 4.1(a) hereof, but only with respect to (a) the duration of the Standstill Period (or its equivalent), (b) the restrictions on such Person’s ability to purchase equity securities of the Company or (c) the remainder of the standstill provisions contained in Section 4.1(a) hereof taken as a whole (unless they are not substantially less favorable to the Company as determined by the Board in its sole discretion), then the definition of Standstill Period herein and Section 4.1(a)(i) hereof shall be automatically amended to the extent necessary to conform them to the corresponding provisions of the agreement with such Person and the Company shall promptly notify WLR-IV in writing of such amendments; provided that WLR-IV may, on behalf of itself and the other members of the WLR Group, by written notice to the Company reject each such change (or group of changes as a whole in the case of the foregoing clause (c)) and elect to retain (a) the definition of Standstill Period herein, (b) the provisions contained in Section 4.1(a)(i) hereof, or (c) the remainder of the standstill provisions taken as a whole, as applicable, in each case as in effect as of immediately prior to the date on which such provisions would have otherwise been amended in accordance with this Section 4.1(c).

          (d) Nothing in clause (v) or clause (vii) of Section 4.1(a) shall be construed to prohibit a Board Designee from confidentially, in good faith and in the performance of his or her duties as a Director, discussing a proposal concerning any extraordinary transaction involving the Company or any successor thereto, any Subsidiary or division thereof, or any of their respective securities or assets, with the Board and representatives of the Company and its advisors who are involved in the evaluation or execution of any such proposal on behalf of the Company.

          (e) During the Standstill Period, each member of the WLR Group shall promptly notify the Company of any new acquisition or disposition, or entry into any agreement or arrangement which could reasonably result in any new acquisition or disposition, that would result in an increase or decrease, as applicable, of more than 1% of the Beneficial Ownership of Voting Stock or Convertible Securities of the WLR Group.

          4.2. Anti-Takeover Provisions . The Company represents that at or prior to the date hereof, it has taken all actions necessary, if any, such that, as of the date hereof, none of (a) receipt of the Warrants by WLR-IV or Parallel Employee Fund, (b) receipt of Underlying Common Stock by WLR-IV or Parallel Employee Fund, (c) purchases of Additional Acquired Shares permitted by Section 4.4, or (d) the entry by each of WLR-IV and Parallel Employee Fund into this Agreement and the performance by each such Person of its rights and obligations pursuant to this Agreement, shall (i) cause any member of the WLR Group to be subject to the restriction on business combinations with interested shareholders contained in Section 60.835 of Oregon Revised Statutes or under any similar takeover or interested shareholder law applicable

to the transactions contemplated by this Agreement, (ii) constitute a “control share acquisition” under Sections 60.801 to 60.813 of Oregon Revised Statutes or under any similar control share acquisition law applicable to the transactions contemplated by this Agreement, (iii) violate any provision of the Company’s articles of incorporation or by-laws (as amended) or other similar organizational documents of its Subsidiaries, (iv) require any approval by the Company’s shareholders under the rules of the Applicable Exchange, (v) cause any member of the WLR Group to become an “Acquiring Person” under the Stockholder Rights Agreement, or (vi) otherwise trigger or cause any rights to arise under or in respect of, any provision of any of the Company’s articles of incorporation, by-laws or any contract or instrument to which the Company or any of its Subsidiaries is a party that would have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or the ability of the Company to perform its obligations hereunder or under the Warrant Agreement; provided that the aggregate Beneficial Ownership of the WLR Group (taken together) of Common Stock, does not exceed the WLR Grandfathered Percentage (as defined and calculated in the Stockholder Rights Agreement, as amended as of the date hereof).

          4.3. Restrictions on Hedging . During the Standstill Period, no member of the WLR Group shall engage in any Hedging Transaction with respect to Warrants or the Underlying Common Stock or the Additional Acquired Shares.

          4.4. Acquisition of Additional Voting Stock .

          Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee shall disclose in its Schedule 13D filing initially disclosing this Agreement and the Warrant Agreement that it intends, depending on market conditions and other factors, to spend up to $1.5 million to purchase additional shares of Common Stock in open market transactions.

          4.5. Election of Directors; Quorum .

          (a) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the shareholders of the Company, and at every postponement or adjournment thereof, each of WLR-IV, Parallel Employee Fund and each Permitted Transferee shall, and shall cause member of the WLR Group to (subject to the Company’s compliance with Section 2.1 in connection with such meeting (or action by written consent)), vote any and all shares of Common Stock Beneficially Owned by it or them, or to cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), in connection with any election or removal of Directors as follows: (i) in the manner recommended by the Board, with respect to a number of shares of Common Stock Beneficially Owned that is equal to (A) the total number of shares of Common Stock Beneficially Owned by WLR-IV, Parallel Employee Fund or such Permitted Transferee (and eligible to vote), multiplied by (B) a fraction (1) the numerator of which is the total number of shares of Common Stock voted by all shareholders of the Common Stock in the manner recommended by the Board with respect to the election or removal of each Director and (2) the denominator of which is the total number of shares of Common Stock represented at the applicable meeting, in person or by proxy, and (ii) in WLR-IV, Parallel Employee Fund’s or such Permitted Transferee’s discretion, with respect to all other shares of Common Stock Beneficially Owned by WLR-IV, Parallel Employee Fund or such Permitted Transferee.

          (b) During the Standstill Period, at every meeting (or action by written consent, if applicable) of the shareholders of the Company called by the Board, and at every postponement or adjournment thereof, WLR-IV, Parallel Employee Fund and each Permitted Transferee thereof agrees to cause any and all shares of Common Stock Beneficially Owned by it or them and entitled to be voted thereat to be present in person or represented by proxy at the meeting so that all such shares shall be counted as present for determining the presence of a quorum at such meeting.

          4.6. Notices Regarding Ownership .

     During the Standstill Period, each of WLR-IV, Parallel Employee Fund and each Permitted Transferee shall, and shall cause each other member of the WLR Group to, provide written notice to the Company within two Business Days after any Transfer by such Person, as applicable, of any Warrants, the Underlying Common Stock or any Additional Acquired Shares and shall state an accurate accounting of the resulting Beneficial Ownership of such Person.

          4.7. Stockholder Rights Agreement .

     The Company agrees that it shall not adopt any other shareholder rights agreement of a type commonly known as a “poison pill” unless the Company takes such action as is necessary to ensure that the provisions of such shareholders rights agreement are no more restrictive with respect to the WLR Group’s permitted Beneficial Ownership of the Company’s securities than the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereto (to the extent that such later amendment would lower the applicable percentage of Beneficial Ownership for purposes of calculating whether any Person is an “Acquiring Person” under the Stockholder Rights Agreement) or termination thereof.

          4.8. Investment Committee

          (a) WLRCo. and the Company believe that there may be potentially attractive investment opportunities (“ Investment Opportunities ”) in the railcar and marine barge manufacturing business and the railcar leasing, management services and aftermarket (e.g. , refurbishments, parts and repairs) businesses in the United States, Canada and Mexico (the “ Business ”) that may be in their respective best interests to jointly pursue. Accordingly, unless and until the earlier of (1) the Designee Termination Date and (2) the date on which either party in its sole discretion determines otherwise (in which event it may upon notice terminate this Section 4.8(a) without liability to the other), each of WLRCo. and the Company shall designate at least one of its senior executives or directors (which designee may be appointed, removed or replaced in such party’s sole discretion) to serve on a committee (the “ Investment Committee ”) that shall be charged with (i) reviewing Investment Opportunities, (ii) considering whether the Company, alone or in conjunction with Affiliate(s) of WLRCo., should pursue such Investment Opportunities, and (iii) if appropriate, mutually recommending such Investment Opportunities and possible financing therefor to the Company. The Investment Committee shall establish its own procedures for the conduct of its activities. All out-of-pocket expenses of the Investment Committee and its members shall be paid or promptly reimbursed by the Company pursuant to the Company’s normal expense reimbursement procedures, including, with prior written approval of the Company, if applicable, fees and expenses of external advisors to the Investment

Committee. The Investment Committee shall make recommendations and reports from time to time to the Board (or a committee of the Board for the purpose of reviewing and evaluating Investment Opportunities). The Investment Committee may also, from time to time in its discretion, consider and make recommendations concerning Investment Opportunities outside of North America. Any deliberations by the Board (or any such committee) with respect to any Investment Opportunity shall be conducted in accordance with the policies and requirements of the Board and applicable law and, without limiting the general applicability of the foregoing, WLRCo. specifically acknowledges and agrees that, at the request of the Board or any such committee in its sole discretion, the Company may, through the Board, any such committee or otherwise, preclude any Board Designee from participating in any deliberations, and not share information with WLRCo. or any Board Designee, with respect to an Investment Opportunity that the Board or any such committee determines in its sole discretion gives, or may give, rise to a conflict of interest between the Company, on the one hand, and WLRCo., on the other hand, and so doing shall not be deemed to constitute a breach of any contractual or legal obligation to WLRCo. or any Board Designee.

          (b) In no event shall the Company, WLRCo. or their respective Affiliates have any obligation hereunder or otherwise to pursue any particular Investment Opportunity or provide debt or equity financing therefor, whether or not such Investment Opportunity is recommended by the Investment Committee or the Board. Each of WLRCo. and the Company expressly acknowledges and agrees that (i) each is involved in investment and other business activities, which may be competitive with the investments or other business activities of the other and (ii) any decision to invest or provide equity or debt financing with respect to any Investment Opportunity may be made by each party (or its Affiliate(s), as applicable) in such Person’s sole discretion.

          (c) Notwithstanding any other provision of this Section 4.8, during the period beginning on the date hereof and ending on the earliest of (x) the fifth anniversary of this Agreement, (y) the occurrence of an event of the type described in clauses (iii), (iv), (v) or, at the election of the Company, (vi) of the definition of Designee Terminate Date in Section 2.1(d), and (y) the removal of, or failure to ratify the appointment or election of, the WLR Board Designee pursuant to a proxy contest, each of the Company and WLRCo. shall, and shall cause its respective controlled Affiliates to, disclose to the other all Investment Opportunities made available to it or such Affiliate which would involve an investment of more than $10.0 million of debt or equity capital in the Business. WLRCo. and the Company shall discuss in good faith whether and how to jointly pursue such Investment Opportunity, it being acknowledged that neither party nor any of its respective Affiliates shall have any obligation hereunder (i) to provide, seek or accept (from the other or otherwise) debt or equity financing or otherwise pursue any such opportunity), (ii) to take any action in respect of any possible Investment Opportunity if and to the extent that it determines in good faith that so doing would constitute (A) a breach of (x) any contractual obligation of such Person under a contract which such Person is a party or bound as of the date hereof or (y) any contractual obligation to which such Person becomes a party or bound in the future (provided that, as to any such contractual obligation, such Person has endeavored in good faith to negotiate an exclusion therefrom that would have permitted such Person to share information with the other party as herein contemplated) or (B) a violation of any laws or legal duties to which such party or any of its Affiliates is subject, or (iii) in respect of potential investments by the Company in, or acquisitions by the Company of, rail

cars in the ordinary course of its business or Investment Opportunities or other transactions pursued by Persons as separately identified and agreed to by the Company and WLRCo.

          (d) The provisions of this Section 4.8 apply to WLRCo. and the Company and their respective Affiliates only, and may not be transferred or assigned by either such party to any other Person (other than by operation of law), without the prior written consent of the other party.

          4.9. Voting Agreement .

     Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that, to the extent that the WLR Group in the aggregate Beneficially Owns Excess Shares, such Person shall vote any and all Excess Shares Beneficially Owned by it, or cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), in the same proportion as the votes of all shareholders of the Company (other than the members of the WLR Group), present in person or by proxy at the meeting or by written consent. Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee, on behalf of itself and each other member of the WLR Group, hereby constitutes and appoints the President and Secretary of the Company, and each of them, with full power of substitution, as its proxies to represent and to vote all of the Excess Shares in accordance with the terms and provisions of this Section 4.9. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the members of the WLR Group in connection with the transactions contemplated by this Agreement, the Warrant Agreement and the Credit Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7.1. None of WLR-IV, Parallel Employee Fund or any Permitted Transferee, on behalf of itself and each other member of the WLR Group, shall hereafter, unless and until this Agreement terminates or expires pursuant to Section 7.1, grant any other proxy or power of attorney with respect to any of the Excess Shares, deposit any of the Excess Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Person to vote, grant any proxy or give instructions with respect to the voting of any of the Excess Shares, in each case, except as is consistent with the terms of this Section 4.9. Any shares of Common Stock that are in excess of the WLR Grandfathered Percentage (as defined in the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereof) (a) under the circumstances described in paragraph (F) of Section 1(a)(y) of the Stockholder Rights Agreement (but only to the extent set forth in clause (2) of the proviso to such paragraph (F)) or (b) as a result of the application of provisions of Section 6.3, shall, in each case, constitute Excess Shares for purposes hereof and shall be subject to the provisions of this Section 4.9, so long as required in order for a member of the WLR Group to avoid being deemed an “Acquiring Person” for purposes of the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereof.

          4.10. Rights Solely for WLR .

     The rights and obligations of WLR-IV, Parallel Employee Fund, their Permitted Transferees and the other members of the WLR Group under this Article 4 shall only apply to

WLR-IV, Parallel Employee Fund, their Permitted Transferees and the other members of the WLR Group and may not be Transferred to any other Person.

      5. REGISTRATION RIGHTS

          5.1. Registration .

          (a) If at any time after the six-month anniversary date of this Agreement, the Company shall receive from one or more Holders a written request (a “ Shelf Request ”) that the Company register pursuant to Rule 415(a)(1)(i) under the Securities Act (or any successor rule with similar effect) a delayed offering of Registrable Securities, equal to at least 5% of the Voting Stock of the Company outstanding on the date of such Shelf Request (or, if the aggregate number of Registrable Securities held by all Holders on such date is less than 5% of such Voting Stock, then such number), then the Company shall use its reasonable efforts to cause the offer and sale of the Registrable Securities specified in such Shelf Request to be registered as soon as reasonably practicable and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such Shelf Request, a shelf registration statement on Form S-3 relating to such Registrable Securities, if such Form S-3 (or any successor form thereof) is available for use by the Company, to effect such registration (a “ Shelf Registration Statement ”); provided , however , that each such Shelf Request shall (i) name each of the Holders making such Shelf Request, (ii) specify the number of Registrable Securities intended to be offered and sold by such Holders pursuant thereto, (iii) express the intention of each such Holder to offer or cause the offering of such Registrable Securities pursuant to such Shelf Registration Statement on a delayed basis in the future, (iv) describe the nature or method of the proposed offer and sale of such Registrable Securities pursuant to such Shelf Registration Statement, and (v) contain an undertaking of each such Holder to provide all such information and materials and take all such actions as may be required in order to permit the Company to (A) comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and (B) obtain any desired acceleration of the effective date of such Shelf Registration Statement. The Holders shall not be entitled to make more than one Shelf Request during any 365-day period. Any offers and sales of Registrable Securities pursuant to a Shelf Registration Statement shall be made only pursuant to a Tranche Request.

          (b) After a Shelf Registration Statement has been declared effective under the Securities Act by the SEC, then, upon the written request of the Holders named in the Shelf Request (a “ Tranche Request ”), the Company shall prepare such amendments to such Shelf Registration Statement (including post-effective amendments), if any, and such amendments or supplements to the prospectus relating to the Registrable Securities to be offered thereunder, as are necessary to facilitate the distribution of such Registrable Securities pursuant to such Tranche Request; provided , however , that such Tranche Request shall (i) name each of the Holders making such Tranche Request, (ii) specify the number of Registrable Securities intended to be offered and sold by each such Holder pursuant thereto (which number of Registrable Securities shall not, with respect to all such Holders making such Tranche Request, be less than 2% of the Voting Stock of the Company outstanding on the date of such Tranche Request (or, if the aggregate number of Registrable Securities held by all Holders on such date is less than 2% of such Voting Stock, then such number)), (iii) express the present intention of each such Holder to offer or cause the offering of such Registrable Securities pursuant to the Shelf Registration

Statement, (iv) describe the nature or method of distribution of such Registrable Securities pursuant to the Shelf Registration Statement (including, in particular, whether the Holders plan to effect such distribution by means of an underwritten offering), and (v) contain the undertaking of each such Holder to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder.

          (c) If at any time after the six-month anniversary date of this Agreement, a Shelf Registration Statement on Form S-3 is not available for use to the Company, then one or more Holders may make a written request (a “ Demand Request ” and, together with a Tranche Request, a “ Registration Request ”) that the Company register on Form S-1 under the Securities Act the offer and sale of Registrable Securities equal to at least 2% of the Voting Stock of the Company outstanding on the date of such Demand Request (or, if the aggregate number of Registrable Securities held by all Holders on such date is less than 2% of such Voting Stock, then such number), and the Company shall use its reasonable efforts to cause the offer and sale of the Registrable Securities specified in such Demand Request to be registered as soon as reasonably practicable and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such Demand Request, a registration statement on Form S-1 (the “ Demand Registration Statement ”) to effect such registration; provided , however , that each such Demand Request shall (i) name each of the Holders making such Demand Request, (ii) specify the aggregate number of Demand Registrable Securities intended to be offered and sold by the participating Holders pursuant thereto, (iii) express the present intention of each such Holder to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (iv) describe the nature or method of distribution of such Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether any such Holder plans to effect such distribution by means of an underwritten offering), and (v) contain the undertaking of each such Holder to provide all such information and materials and take all such actions as may be required in order to permit the Company to (A) comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and (B) obtain any desired acceleration of the effective date of such Demand Registration Statement.

          (d) If, other than pursuant to Section 5.1(a) through (c), the Company proposes or is required to file a registration statement under the Securities Act with respect to an underwritten offering of shares of Common Stock, whether or not for sale for its own account (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (iii) relating solely to an offering of securities by the Company on a delayed or continuous basis pursuant to Rule 415 under the Securities Act), then the Company shall give prompt written notice of such proposed filing at least three Business Days before the anticipated filing date (the “ Piggyback Notice ”) to each Holder. The Piggyback Notice shall offer Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “ Piggyback Registration ”). Subject to Section 5.2(d), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such

Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 90 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

          5.2. Registration Procedures, Rights and Obligations .

     The procedures to be followed by the Company and each selling Holder, and the respective rights and obligations of the Company and such Holders, with respect to the preparation, filing and effectiveness of a Registration Statement, and the distribution of Registrable Securities pursuant thereto, are as follows:

          (a) The Holders shall not be entitled to make, collectively, more than one Registration Request during any 180-day period (the “ 180-Day Limitation ”); provided , however , that any Registration Request that (i) is withdrawn by the requesting Holders following the imposition of a stop order by the SEC with respect to the corresponding Registration Statement, (ii) is withdrawn by such Holders as a result of the exercise by the Company of its suspension rights pursuant to Section 5.2(f) hereof, (iii) is withdrawn by such Holders as a result of a Market Cut-Back, or (iv) in the case of any Demand Request, does not result in the corresponding Demand Registration Statement being declared effective by the SEC, shall not count for the purposes of determining compliance with the 180-Day Limitation. Any Registration Request that is withdrawn by the Holders for any reason other than as set forth in the previous sentence shall count for purposes of determining compliance with the 180-Day Limitation.

          (b) The Company shall (i) use commercially reasonable efforts to cause each Registration Statement to be declared effective promptly and (ii)(A) to keep such Registration Statement continuously effective and (B) to prepare and file with the SEC such amendments and supplements to each Registration Statement and each Prospectus used in connection therewith as may be necessary to make and to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities proposed to be distributed pursuant to such Registration Statement until, in the case of clause (ii) the earliest to occur of (1) the sale or other disposition of the Registrable Securities so registered, (2) 90 days after (x) in the case of Registrable Securities offered pursuant to a Tranche Request, the date of the final prospectus used to confirm sales in connection therewith or (y) in the case of Registrable Securities offered pursuant to a Demand Request, the effective date of the applicable Demand Registration Statement, and (3) the termination of the Holders’ registration rights pursuant to Section 5.8 hereof.

          (c) In connection with any underwritten offering pursuant to a Demand Registration Statement or Shelf Registration Statement, the Company, on the one hand, and the Holders of a majority interest in the Registrable Securities electing to participate in such underwritten offering (the “ Majority Holders ”), on the other hand, shall each select one investment banking firm to serve as co-manager of such offering. The co-manager selected by the Company shall be subject to the prior approval of the Majority Holders, which approval shall not be unreasonably withheld. The co-manager selected by the Majority Holders shall be subject to the prior approval of the Company, which approval shall not be unreasonably withheld. Each of the co-managers so selected by the Company and Majority Holders are hereinafter collectively

referred to as the “ Managing Underwriters .” The underwriter selected by the Majority Holders shall be the lead Managing Underwriter, whose responsibilities shall include running the “books” for any offering. The Company shall, together with the selling Holders, enter into an underwriting agreement with the Managing Underwriters, which agreement shall contain representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions under shelf registration statements and shall stipulate that the Managing Underwriters shall receive equal commissions and fees and other remuneration in connection with the distribution of any Registrable Securities thereunder.

          (d) Notwithstanding any other provision of this Agreement, in connection with any underwritten offering, the number of Registrable Securities proposed to be distributed by the Holders pursuant thereto may be limited by the Managing Underwriters if such Managing Underwriters determine that the sale of such Registrable Securities would significantly and adversely affect the market price of the Common Stock (a “ Market Cut-Back ”); provided , however , that, in the case of a Registration Request made after the third anniversary hereof, the Managing Underwriters may only make such determination with respect to one underwritten offering in each 12-month period; provided , further , however, in the case of an underwritten offering pursuant to a Piggyback Registration, the number of Registrable Securities proposed to be distributed by Holders pursuant thereto may be limited by the applicable Managing Underwriters if such Managing Underwriters determine that the sale of such Registrable Securities would significantly and adversely affect the market price of the Common Stock and any such determination shall not count for purposes of the foregoing proviso. If the Majority Holders disapprove of the terms of any proposed underwritten offering of Registrable Securities (including, without limitation, any reduction in the number of Registrable Securities to be sold by the Majority Holders pursuant to this Section 5.2(d)), the Majority Holders may elect to withdraw therefrom by written notice to the Company and the Managing Underwriters.

          (e) Subject to Section 5.1(d), in the event that the Company receives a Shelf Request, Tranche Request or Demand Request at a time when the Company (i) shall have filed, or has a bona fide intention to file, a registration statement with respect to a proposed public offering of equity or equity-linked securities or (ii) has commenced, or has a bona fide intention to commence, a public offering of equity or equity-linked securities pursuant to an existing effective shelf or other registration statement, then the Company shall be entitled to suspend, for a period of up to 90 days after the receipt by the Company of such request, the filing of any Registration Statement or the implementation of any Tranche Request.

          (f) The Company shall not be required to file a Registration Statement or to cause a Registration Statement to be declared effective and may suspend any distribution of Registrable Securities pursuant to any effective Registration Statement (i) during any Mandatory Black-Out Period (but only for so long as such Mandatory Black-Out Period is in existence) or (ii) if the Company shall have determined in good faith that because of valid business reasons (not including the avoidance of the Company’s obligations hereunder), including plans for a registered public offering, an acquisition or other proposed or pending corporate developments and similar events or because of filings with the SEC, it is in the best interests of the Company to delay such effectiveness or suspend such use. Prior to such delay or suspension with respect to clause (ii) above, the Company shall provide the Holders with written notice of such delay or

suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Registrable Securities pursuant to a Registration Statement until such Holder is advised in writing that the applicable Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of any Prospectus (including, without limitation, the fact of the suspension), except as required by applicable law. The Company may delay the effectiveness of any Registration Statement pursuant to clause (ii) above for up to 60 days and may suspend any distribution of Registrable Securities pursuant to clause (ii) above for up to 60 days in any one time; provided that such right to delay the effectiveness of or suspend a Registration Statement shall be exercised by the Company not more than twice or for more than 90 days in the aggregate in any 12-month period; and provided further , that the restrictions set forth in this sentence shall not be applicable to any Piggyback Registration.

          (g) The Company shall promptly notify each selling Holder of any stop order issued or, to the Company’s knowledge, threatened to be issued, by the SEC with respect to any Registration Statement, and in each such case shall use its best efforts to prevent the entry of such stop order or to remove it if entered at the earliest possible date.

          (h) The Company shall furnish to each selling Holder (and any underwriters in connection with any underwritten offering) such number of copies of any Prospectus, in conformity with the requirements of the Securities Act, as such Holders (and such underwriters) shall reasonably request in order to effect the offering and sale of any Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the Registration Statement pursuant to which such Registrable Securities are intended to be distributed to remain current.

          (i) The Company shall use commercially reasonable efforts to register or qualify the Registrable Securities covered by any Registration Statement under the state securities or “blue sky” laws of such states as the selling Holders shall reasonably request and maintain any such registration or qualification current until the earliest to occur of (i) the sale of such Registrable Securities so registered, (ii) 90 days after (A) in the case of an offering of Registrable Securities pursuant to a Tranche Request, the date of the final prospectus used to confirm sales in connection with such distribution or (B) in all other cases, the effective date of the applicable Registration Statement, and (iii) the termination of the Holders’ registration rights pursuant to Section 5.8 hereof; provided , however , that the Company shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where the Company is not so qualified.

          (j) In the case of an underwritten offering in which any Holder is deemed to be, or reasonably determines upon advice of counsel it may be deemed or alleged to be, an underwriter or is required under applicable securities laws to be described in the Registration Statement or the Prospectus forming a part thereof as an underwriter, the Company shall use commercially reasonable efforts to (i) furnish to each such participating Holder and to each underwriter engaged in an underwritten offering of Registrable Securities, a signed counterpart,

addressed to the participating Holders and such underwriter, of (A) an opinion or opinions of counsel to the Company and (B) a comfort letter or comfort letters from the Company’s independent registered public accounting firm, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Majority Holders of the managing underwriters may reasonably request and (ii) use commercially reasonable efforts to make appropriate members of its management reasonably available for due diligence purposes, “road show” presentations and analyst presentations in connection with any distributions of Registrable Securities.

          (k) The Company shall use commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange on which similar securities of the Company are then listed.

          5.3. Expenses of Registration .

     Except as specifically provided herein, all registration expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All selling expenses incurred in connection with any registrations hereunder shall be borne by the selling Holders of the securities so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered.

          5.4. Indemnification; Contribution .

          (a) In the case of any offering registered pursuant to this Article 5, the Company hereby indemnifies and agrees to hold harmless each selling Holder (and its officers and directors), any underwriter (as defined in the Securities Act) of Registrable Securities offered by such Holders, and each Person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which any such Persons may be subject, under the Securities Act or otherwise, and to reimburse any of such Persons for any legal or other expenses reasonably incurred by them in connection with investigating any claims or defending against any actions, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Article 5, the prospectus contained therein (during the period that the Company is required to keep such prospectus current), or any amendment or supplement thereto, or the omission or alleged omission to state therein (if so used) a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished to the Company in writing by any Holder or any underwriter for such Holder specifically for use therein.

          (b) By requesting registration under this Article 5, each Holder agrees, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, and each underwriter shall agree, in the same manner and to the same extent as set forth in the preceding paragraph, to indemnify and to hold harmless the

Company and its directors and officers and each Person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which any of such Persons may be subject under the Securities Act or otherwise, and to reimburse any of such Persons for any legal or other expenses incurred in connection with investigating or defending against any such losses, claims, damages or liabilities, but only to the extent it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission of a material fact in any registration statement under which the Registrable Securities were registered under the Securities Act pursuant to this Article 5, any prospectus contained therein, or any amendment or supplement thereto, which was based upon and made in conformity with information furnished to the Company in writing by such Holder or such underwriter expressly for use therein.

          (c) Each party entitled to indemnification under this Section 5.4 (the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided, further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 5 unless such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, (i) in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, or (ii) shall be liable for amounts paid in any settlement if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

          5.5. Representations, Warranties and Indemnities to Survive . The indemnity contained in this Article 5 shall remain operative and in full force and effect regardless of (i) any termination of any underwriting or agency agreement, (ii) any investigation made by or on behalf of the selling Holders, the Company or any underwriter or agent or controlling Person, or (iii) the consummation of the sale or successive resales of the Registrable Securities.

          5.6. Information by the Selling Holders . Each selling Holder shall furnish to the Company such information regarding such Holder in the distribution of Registrable Securities proposed by such Holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Article 5.

          5.7. Market Standoff Agreement . In connection with the public offering by the Company of any of its securities, each Holder agrees that, upon the request of the Company or the underwriters managing any underwritten offering of the Company’s securities, such Holder shall agree in writing (the “ Lock-Up ”) that neither such Holder nor any controlled Affiliate of such Holder shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or

otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of the Company (other than those included in such registration statement, if any) now or hereafter acquired by the Holder (or any controlled Affiliate of the Holder) or with respect to which such Holder (or any controlled Affiliate of such Holder) has or hereafter acquires the power of disposition without the prior written consent of the Company and such underwriters for such period of time (not to exceed 14 days prior to the date such offering is expected to commence and 90 days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by the Company and the underwriters; provided , however , that no Holder (nor any controlled Affiliate of any Holder) shall be bound by such Lock-Up (i) more than once during any 12-month period, (ii) if such Holder and its Affiliates Beneficially Own, in the aggregate, less than 5% of the Voting Stock of the Company outstanding as of the date on which the Lock-Up is requested by the Company, or (iii) that is more restrictive than the Lock-Up that applies to the Company’s directors and Section 16 officers generally in such instance (other than for exceptions customary for individuals, such as those set forth in Section 3.1(a)(v)(y) hereof). Each Holder agrees that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Lock-Up contained in this Section 5.7.

          5.8. Termination of Registration Rights . The rights of any Holder to cause the Company to register offers and sales of Registrable Securities under Article 5 hereof shall terminate on the earlier of (a) the later of (i) the second anniversary of the date on which all of the Warrants shall have been exercised or expired and (ii) the fifth anniversary hereof and (b) the date on which there cease to be any Registrable Securities outstanding.

          5.9. Transfer of Registration Rights . The rights contained in this Article 5 to cause the Company to register the offer and sale of the Registrable Securities, may be assigned or otherwise conveyed by a Holder only pursuant to and in connection with a Transfer permitted under Article 3 hereof.

      6. COMPANY SECURITIES OFFERINGS

          6.1. Stock Issuances Below Minimum Price . After the date hereof, the Company shall not issue Common Stock (or Convertible Securities) without consideration or for consideration per share (or having a conversion or exercise price per share) that is less than $6.00 (as adjusted for stock splits, dividends, combinations and the like) (the “ Minimum Price ”) unless approved in writing by Holders Beneficially Owning a majority in interest of the Underlying Common Stock Beneficially Owned by all Holders, which approval shall not be unreasonably withheld, except that the foregoing shall not apply to:

          (i) shares of Common Stock issued and outstanding on the date of this Agreement;

          (ii) shares of Common Stock or Convertible Securities or options therefor issued or granted to employees, officers, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to any employee benefit plan, stock grant, stock option plan or purchase plan, or stock option exchange plan or other employee stock incentive or similar agreement approved by the Board;

          (iii) securities issued or issuable upon conversion, exercise or exchange of warrants, options, notes, or other Convertible Securities outstanding on the date of this Agreement, provided that the terms of the securities or rights are not amended on or after the date hereof in a manner that would result in additional shares being issued thereunder or that would reduce the effective issuance price of such securities or rights below the Minimum Price in effect immediately prior to such amendment;

          (iv) shares of Common Stock or Convertible Securities issuable upon exercise of the Warrants to be issued pursuant to the Warrant Agreement;

          (v) shares of Common Stock or Convertible Securities issued or issuable in respect of any transactions with respect to which adjustments are made pursuant to Sections 4.1, 4.2 or 4.3 of the Warrant Agreement;

          (vi) securities issuable pursuant to the Stockholder Rights Agreement (or any similar successor rights agreement of the Company);

          (vii) shares of Common Stock or Convertible Securities issued or issuable in connection with any acquisition by the Company or joint venture agreements, in each case approved by the Board, whether through an acquisition of stock or a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital, but only to the extent the Board determines, based on good faith estimates, that the pro forma effect of the acquisition will be accretive to its consolidated earnings for the next succeeding fiscal year following the consummation of such transaction;

          (viii) shares of Common Stock or Convertible Securities issued or deemed issued as a result of a decrease in the Exercise Price of the Warrants resulting from the operation of Section 4.4 of the Warrant Agreement; and

          (ix) securities issued in connection with the substantially concurrent repayment in full by the Company of all principal and accrued interest with respect to indebtedness outstanding and all expenses then payable under the Credit Agreement.

          6.2. Participation Rights .

          (a) If allowable by then applicable law and the rules and regulations of the Applicable Exchange (without obtaining shareholder approval) as determined in good faith by the Company (after consultation with legal counsel and, if appropriate, representatives of the SEC and/or the Applicable Exchange and, if requested, a representative of the WLR Group or its counsel) and subject to Section 6.2(c) hereof, in connection with an offering by the Company of shares of Common Stock registered under the Securities Act on Form S-1 or S-3 (other than an offering in which the Company reasonably believes the per share price to the public will be at least $6.00 (as adjusted for stock splits, dividends, combinations and the like)), the Company shall, or shall cause the managing underwriters or placement agents, as applicable, of such offering to, allocate in accordance with this Section 6.2(a) and Section 6.2(b) to each member of the WLR Group that holds Warrants on the date of the applicable Offering Notice, upon the terms applicable to the other investors in such offering, a portion of the shares of Common Stock

so offered up to an amount equal to the product of (a) the aggregate number of such shares (disregarding for such purpose shares offered or sold pursuant to any over-allotment option) multiplied by (b)(i) the number of shares of Underlying Common Stock issuable upon exercise of all Warrants owned by such member of the WLR Group (without duplication) divided by (ii) the sum of (A) the aggregate number of shares of Common Stock outstanding as of the day immediately preceding the date of the Offering Notice and (B) the aggregate number of shares of Underlying Common Stock issuable upon exercise of all Warrants then held by members of the WLR Group, in each case, determined without giving effect to any limitations on the exercisability of such Warrants under Section 3.2(b) or 3.2(c) of the Warrant Agreement.

          (b) In connection with an offering to which Section 6.2(a) applies, the Company shall provide each applicable member of the WLR Group notice of such offering (such notice, the “ Offering Notice ”) at least seven Business Days prior to the date on which such shares are first offered for sale to the public, which notice shall include (i) the first date on which the Company expects to make such offer, (ii) the aggregate number of shares that the Company intends to offer and, to the extent practicable, an indication of the expected price range or expected basis for determining the price to public, (iii) the date and time by which the recipient thereof shall be required to submit a preliminary indication of interest with respect to participation in such offering, which deadline shall be no earlier than 5:00 p.m. PT on the third Business Day immediately preceding the date identified pursuant to clause (i), and (iv) the identity of the managing underwriters or placement agents, if any, for such offering. No later than the date and time specified in the Offering Notice, each member of the WLR Group that wishes to exercise its rights under Section 6.2(a) shall deliver to the Company and the managing underwriters or placement agents, as applicable, of such offering, a written statement setting forth the number of shares that such Person is interested in purchasing, which statement shall indicate different numbers of shares based on assumed prices to the public for such offering. The Company and each member of the WLR Group acknowledges that such indication of interest is not intended to be an offer to purchase, but merely an indication of interest to assist the Company and the managing underwriters or placement agent, as applicable, in structuring such offering and preparing appropriate disclosure for the prospectus or preliminary term sheet related to such offering. No later than the time at which the managing underwriters or placement agents, as applicable, of such offering obtain from potential investors final indications of interest prior to the pricing of such offering, each member of the WLR Group that has submitted a preliminary indication of interest shall provide its final indication of interest to the Company and the managing underwriters or placement agents, as applicable.

          (c) Notwithstanding the foregoing, if the Company determines in good faith that such offer and sale to members of the WLR Group would conflict with applicable law or the rules and regulations of the Applicable Exchange (without obtaining shareholder approval) (after consultation with legal counsel and, if appropriate, representatives of the SEC and/or the Applicable Exchange and, if requested, a representative of the WLR Group or its counsel) or prevent or materially delay the consummation of such offering, no member of the WLR Group shall have any right to participate in such offering and in lieu of such participation, to the extent permissible by then applicable law and the rules and regulations of the Applicable Exchange (without obtaining shareholder approval) as determined in good faith by the Company (after consultation with legal counsel and, if appropriate, representatives of the SEC and/or the Applicable Exchange and, if requested, a representative of the WLR Group or its counsel), the

Company shall use reasonable efforts to arrange for the private placement of a number of shares of Common Stock equal to that which such applicable members of the WLR Group would have been entitled to purchase pursuant to Section 6.2(a) in a transaction exempted from the registration requirements of the Securities Act, at the same price at which shares were initially offered to the public (or, if the Company is restricted by applicable law or the rules and regulations of the Applicable Exchange (without obtaining shareholder approval) in its ability to sell and issue such number of shares, the maximum number of shares of Common Stock allowable under such laws or rules and regulations). If any member of the WLR Group elects to purchase shares in such private placement, such shares shall not be deemed Registrable Securities until the six-month anniversary of the issuance thereof.

          (d) Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agree that any exercise by any member of the WLR Group of its rights under this Section 6.2 shall be deemed to be a waiver on behalf of it and each other member of the WLR Group of the rights of the WLR Group under Article 5 in the applicable transaction. WLR-IV may waive the rights under this Section 6.2 on behalf of itself and the other members of the WLR Group.

          6.3. Certain Rights Offerings . If at any time on or after the date hereof, the Company grants or issues rights to purchase Common Stock pro rata to the record holders of shares of Common Stock at a per share price of less than $6.00 (as adjusted for stock splits, dividends, combinations and the like) (the “ Purchase Rights ”), then the Company shall offer each member of the WLR Group and any Holder that received its Warrant pursuant to clause (vi) of Section 3.1(a) (but solely with respect to such Warrants) that holds Warrants on the record date for grant or issuance of such rights, the right to acquire, upon the terms applicable to such Purchase Rights, the aggregate number of shares of Common Stock which such Holder could have acquired if such Holder had held a number of shares of Underlying Common Stock equal to: (a) the number of shares of Underlying Common Stock issuable upon exercise of all Warrants owned by such member of the WLR Group (without duplication) divided by (b) the sum of (i) the aggregate number of shares of outstanding Common Stock and (ii) the aggregate number of shares of Underlying Common Stock issuable upon exercise of all Warrants then held by members of the WLR Group, in each case, determined as of the date immediately prior to the date on which a record is taken for the grant or issuance of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant or issue of such Purchase Rights, and in each case, determined without giving effect to any limitations on the exercisability of such Warrants under Section 3.2(b) or 3.2(c) of the Warrant Agreement. Notwithstanding anything herein or in the Warrant Agreement to the contrary, if any Person exercises his, her or its rights under this Section 6.3 with respect to a particular grant or issuance of Purchase Rights, such exercise shall be deemed a waiver of such Person to the adjustment provided for in Section 4.2 of the Warrant Agreement to the Exercise Price of the Warrants, and number of shares issuable upon exercise of the Warrants, held by such Person in respect of such grant or issuance of Purchase Rights.

          6.4. Termination . The provisions of this Article 6 shall terminate upon the earliest to occur of: (a) in the case of Section 6.1 and Section 6.2, the 18-month anniversary hereof, and, in the case of Section 6.3, the fifth anniversary hereof, (b) the date on which Warrants shall have been exercised such that at least 50% of the aggregate number of shares of Underlying Common Stock as of the date hereof (as adjusted for stock splits, dividends,

combinations and the like) shall have been issued, (c) the date on which members of the WLR Group Beneficially Own less than 50% of the aggregate number of shares of Underlying Common Stock as of the date hereof (as adjusted for stock splits, dividends, combinations and the like), and (d) the occurrence of an event described in clause (iii) or (iv) of the definition of Designee Termination Date in Section 2.1(d).

      7. MISCELLANEOUS

          7.1. Termination . This Agreement shall terminate, except for Sections 5.4, and 5.5 and this Article 7 and as otherwise provided in this Agreement, as follows: (i) as to each Holder on the date that such Holder no longer Beneficially Owns, and has no contractual or other right to acquire, any Warrants or Underlying Common Stock, (ii) upon the written consent of the parties hereto in such number and manner required for amendments hereto as provided in Section 7.7, or (iii) except for Article 5 hereof, upon assignment by the Company in connection with a Change of Control consummated without the consent of Holders.

          7.2. Expenses . Except as otherwise provided herein, all expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses; provided , however , that the Company shall pay all reasonable out-of-pocket costs incurred by WLR-IV, Parallel Employee Fund and Victoria McManus (and her Affiliates) in connection with the negotiation and execution of this Agreement and the Warrant Agreement.

          7.3. Successors and Assigns; Assignment . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. This Agreement may not be assigned by (a) the Company (other than by operation of law, including in connection with a Change of Control), without the prior written consent of the Holders holding a majority of the Underlying Common Stock Beneficially Owned by all Holders or (b) any Holder without the prior written consent of the Company, except that each Holder may assign their respective rights and obligations without such consent in connection with a Transfer made pursuant to and in accordance with the requirements for a Transfer under Section 3.1 and to the extent and as set forth in Section 3.1 (but only with respect to the Warrants or Underlying Common Stock, as applicable, so Transferred).

          7.4. No Third Party Beneficiaries . Except to the extent that rights are expressly granted to a party under the terms of this Agreement, this Agreement is not intended to create any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third party beneficiary hereto.

          7.5. Entire Agreement . This Agreement and the Warrant Agreement (together with any other agreements entered into among the parties or their Affiliates in connection herewith) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof.

          7.6. Severability . In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          7.7. Amendment and Waiver . No amendment, waiver or other modification of, or consent under, any provision of this Agreement shall be effective against the Company, unless it is approved in writing by the Company, and no amendment, waiver or other modification of, or consent under, any provision of this Agreement shall be effective against any Holder, unless it is approved in writing by Holders Beneficially Owning a majority in interest of the Underlying Common Stock Beneficially Owned by all Holders; provided that if any amendment or waiver operates in a manner that purports by its terms to treat any Holder differently from any other Holder in a manner adverse to such Holder, the consent of such affected Holder shall also be required for such amendment or waiver to be binding on such adversely affected Holder; provided further that any Holder may waive any rights or provide consent with respect to itself; provided further that notwithstanding the foregoing, the addition of a Holder as a party hereto in accordance with the terms of Article 3 shall not constitute an amendment hereto and may be effected by the execution of a counterpart hereto by such Holder and the Company. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained.

          7.8. Delays or Omissions . It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any Holder’s part of any breach, default or noncompliance under this Agreement or any waiver on such Holder’s part of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law or otherwise afforded to any party, shall be cumulative and not alternative.

          7.9. Notices .

          (a) Any notice, demand or delivery authorized by this Agreement shall be sufficiently given or made when sent by email or facsimile (with a copy thereof sent by first-class mail, postage prepaid on the same day that the email or facsimile is dispatched) or when sent by overnight delivery, in each case addressed to any Holder at such Holder’s address shown on the register of the Company and to the Company, WLR-IV, Parallel Employee Fund or WLRCo. as follows:

or to such other address as shall have been furnished to the party giving or making such notice, demand or delivery.

          (b) Any notice required to be given by the Company to the Holders pursuant to this Agreement shall be made in accordance with Section 7.9(a) to the Holders at their respective addresses as set forth on their respective signature page at the time such Holder entered into this Agreement and became a Holder or as otherwise shown on the register of the Company. Any notice that is sent in the manner herein provided shall be conclusively presumed to have been duly given as set forth in Section 7.9(a) whether or not the Holder receives the notice.

          7.10. Interpretation . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. When reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall

be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise, and shall include all amendments of the same and any successor or replacement statutes and regulations. All references to agreements shall mean such agreement as may be amended or otherwise modified from time to time. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

          7.11. Governing Law . This Agreement and all rights arising hereunder shall be governed by the internal laws of the State of New York.

          7.12. Counterparts . This Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts, including Persons who become a party to this Agreement after the date hereof), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank.]

     IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights and Restrictions Agreement as of the date first set forth above.

[Investor Rights and Restrictions Agreement]