SUNTRUST ROBINSON HUMPHREY, INC., KEYBANC CAPITAL MARKETS INC. and CITIZENS BANK, NATIONAL ASSOCIATION, as joint-lead arrangers and joint-bookrunners;

Signature Group Holdings, Inc. and other co-investors reasonably acceptable to GE Capital shall have invested a minimum of 30% of the total pro forma capitalization (including debt and equity) of the acquired business on the closing date of the Transaction in the form of cash equity (including $30,000,000 of preferred equity issued to Aleris Corporation or an affiliate) on terms and conditions reasonably acceptable to GE Capital (collectively, the “Specified Equity Issuance”). The Group shall have raised at least $300,000,000 in gross cash proceeds from the issuance of indebtedness in a private placement having such terms and provisions as are reasonably acceptable to GE Capital.

[[Organization A:Organization]]

NSI: National Service Industries, Inc., a Delaware corporation, and the corporation from which the Company was spun-off on November 30, 2001.

Plan: The Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, the Plan set forth herein, as amended from time to time.

H&E EQUIPMENT SERVICES, INC., a Delaware corporation (“Parent”); and

Relocation of Brinker International, Inc. Restaurant Support Center. Any impacts associated with relocating the Brinker International, Inc. Restaurant Support Center will be reflected in Base Year EPS and/or Ending Year EPS to the extent necessary to neutralize the impact of the event in both calculations.

SHELL TREASURY CENTER (WEST) INC., a company incorporated in the United States of America, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, USA (the "Lender").

The Universal Forest Products, Inc. Long-Term Incentive Plan (the "Plan") was approved by the Company's shareholders in 1997.

The Universal Forest Products, Inc. Executive Stock Grant Program (the "Program") was established by the Company on January 1, 2009, under the Company's Long Term Stock Incentive Plan, and was amended and restated as of June 1, 2011, and was further amended effective on January 18, 2013, June 1, 2014, and January 29, 2015, respectively.