Exhibit 10.10

EXECUTION COPY

STOCKHOLDERS AGREEMENT

by and among

GMAC MORTGAGE GROUP, INC.,

GMACCH INVESTOR LLC,

and

GMAC COMMERCIAL HOLDING CORP.

Dated as of March 23, 2006

TABLE OF CONTENTS

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This STOCKHOLDERS AGREEMENT (this “ Agreement ”), is made as of March     , 2006, by and among GMAC Mortgage Group, Inc., a Michigan corporation (“ GMAC Mortgage Group ”), GMACCH Investor LLC, a Delaware limited liability company (“ Investor ”), and GMAC Commercial Holding Corp., a Nevada corporation (the “ Company ”).

WHEREAS, the authorized capital stock of the Company consists exclusively of common stock, par value $0.01 per share (as adjusted for any stock splits, reverse stock splits and stock dividends, the “ Common Stock ”);

WHEREAS, as of the Closing Date, GMAC Mortgage Group is selling 780 shares of Common Stock to Investor pursuant to the Stock Purchase Agreement (as defined below) and is retaining 220 shares of Common Stock; and

WHEREAS, the parties hereto wish to enter into certain agreements with respect to the ownership, voting, registration and transfer of the Common Stock held by GMAC Mortgage Group and Investor.

NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1. DEFINITIONS

1.1          Defined Terms .  Capitalized terms used but not otherwise defined in this Article I or elsewhere herein shall have the meanings set forth in the Stock Purchase Agreement. As used in this Agreement, the following terms shall have the meanings ascribed to them below:

“ Affiliate ” shall have the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

“ Board of Directors ” shall mean the board of directors of the Company.

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

“ Control ” shall mean (i) the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person through the ownership of voting securities or (ii) the ownership of fifty percent (50%) or more of the equity interests of a Person.

“ Equity Sponsor ” shall mean any of Five Mile Capital Partners LLC, a Delaware limited liability company, Kohlberg Kravis Roberts & Co. L.P., a Delaware limited liability partnership, GS Capital Partners V, L.P., a Delaware limited partnership, and Dune Capital Management LP, a Delaware limited partnership.

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“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as the same may be amended from time to time.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof, and any entity exercising executive legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Independent Third Party ” shall mean any Person who, immediately prior to any time of determination, does not own more than 5% of the Company’s Common Stock on a fully diluted basis using the treasury method (a “ 5% Owner ”); who does not control and is not controlled by or under common control with any such 5% Owner; and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“ Permitted Public Sale ” shall mean any sale of Common Stock to the public pursuant to an offering registered under the Securities Act or under Rule 144 after a Qualified Public Offering; provided that any such Transfer prior to the third anniversary of the Closing Date shall be deemed a “Permitted Public Sale” with respect to GMAC Mortgage Group only to the extent that (A) the percentage achieved by dividing (i) all Common Stock proposed to be Transferred pursuant to such proposed Permitted Public Sale, together with all Common Stock previously Transferred, by GMAC Mortgage Group and its Affiliates in accordance with this Agreement (other than Transfers to Affiliates) by (ii) all Common Stock owned by GMAC Mortgage Group on the date hereof does not exceed (B) the percentage achieved by dividing (i) all Common Stock previously Transferred, or to be Transferred concurrently with such proposed Permitted Public Sale, by Investor and its Affiliates in accordance with this Agreement (other than Transfers to Affiliates of Investor) by (ii) all Common Stock owned by Investor on the date hereof.

“ Permitted Transferee ” shall mean any Person to whom a Stockholder transfers Common Stock in accordance with the terms of this Agreement (other than pursuant to a Public Offering or, following a Qualified Public Offering, pursuant to Rule 144) and who becomes a party to, and is bound to the same extent as his, her or its transferor by the terms of, this Agreement.

“ Person ” shall mean any individual, corporation, partnership, trust, joint stock company, business trust, unincorporated association, joint venture or other entity of any nature whatsoever.

“ Public Offering ” shall mean the sale of Common Stock to the public in an offering pursuant to an effective registration statement filed with the SEC under the Securities Act; provided, that a Public Offering shall not include an offering made pursuant to a Special Registration Statement.

“ Qualified Public Offering ” shall mean the first (i) underwritten Public Offering or (ii) offering of Common Stock (or a conversion of Common Stock into, or an exchange of Common Stock for, other equity securities) in a transaction subject to Rule 145 as a result of which at least thirty-five percent (35%) of the Company’s issued and outstanding securities are

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publicly held by Persons other than GMAC Mortgage Group, Investor and any of their respective Affiliates or other Affiliates of the Company, in either case that results in an active trading market in the Common Stock (or such other equity securities) (it being understood that such an active trading market shall be deemed to exist if, among other things, the Common Stock is listed on a national securities exchange or on the NASDAQ Stock Market-National Market System).

“ Qualifying Creditor ” shall mean GMAC Mortgage Group for so long as one or more members of the Parent Group collectively holds, owns, is owed or is obligated in respect of an aggregate of at least $250 million of (i) Intercompany Indebtedness and/or (ii) Parent Guaranteed Third Party Indebtedness, in each case based on the maximum available borrowings (including potential draws under letters of credit) with respect thereto (and not including any Preferred Stock  or Parent Group Non-Financial Guarantee).

“ Registrable Securities ” means Common Stock and any securities received, directly or indirectly, with respect to or in exchange for, or substitution for or conversion of such Common Stock, including by way of dividend or distribution, recapitalization, merger, consolidation or other reorganization, other than securities (i) sold by a Stockholder in a transaction in which such Stockholder’s rights under this Agreement are not assigned, (ii) sold pursuant to an effective registration statement under the Securities Act or (iii) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale.

“ Registration Expenses ” shall mean all expenses incurred by the Company in complying with Sections 4.1, 4.2 and 4.3 hereof, including, without limitation, all registration and filing fees, printing expenses, reasonable fees and disbursements of counsel for the Company, reasonable fees and disbursements for counsel to Investor and for counsel to GMAC Mortgage Group (not to exceed fifty thousand dollars ($50,000) for either such counsel), blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

“ Rule 144 ” shall mean Rule 144, or any successor thereto, promulgated under the Securities Act.

“ Rule 145 ” shall mean Rule 145, or any successor thereto, promulgated under the Securities Act.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Selling Expenses ” shall mean all underwriting discounts and selling commissions applicable to the sale.

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“ Significant Subsidiary ” of any Person shall mean a Subsidiary of such Person that would constitute a “significant subsidiary” of such Person within the meaning of Rule 1.02(w) of Regulation S-X as promulgated by the SEC and as in effect on the date hereof.

“ Special Registration Statement ” shall mean a registration statement related to (i) any employee benefit plan, (ii) any corporate reorganization or transaction subject to Rule 145 of the Securities Act, including any registration statement related to the issuance or resale of securities issued in such a transaction to a Person that is not a Stockholder or (iii) the issuance of stock upon conversion of debt securities.

“ Stock Purchase Agreement ” shall mean the Stock Purchase Agreement, dated as of August 2, 2005 and as amended from time to time, among General Motors Acceptance Corporation, a Delaware corporation, GMAC Mortgage Group, the Company, and Investor.

“ Stockholders ” shall mean GMAC Mortgage Group, Investor, any Person who shall become a party to this Agreement pursuant to Section 5.14, and their respective Permitted Transferees.

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

“ Transfer ” or “ Transferred ” shall mean any direct or indirect transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or other disposition of any Common Stock or any interest, whether legal or beneficial, therein; provided , however , that in no event shall any transfer of (i) any securities of any member of the Parent Group to another member of the Parent Group, (ii) any securities of Seller (or any successor thereof), Parent (or any successor thereof) or GM (or any other Person that Controls Parent) to any Person, (iii) any securities of Investor between or among any Equity Sponsor (or any successor thereof) or any Affiliate of an Equity Sponsor (including affiliated funds and funds managed by an investment advisor that is an Affiliate of any Equity Sponsor (collectively, “ Affiliated Funds ,” which shall be deemed Affiliates for purposes of this Agreement)), (iv) any securities of Investor to any Person (including the issuance of any securities of Investor) that is effected prior to the six-month anniversary of the date hereof, or (v) any securities of an Equity Sponsor, an Affiliated Fund  or a Person that Controls an Equity Sponsor or Affiliated Fund to any Person (other than securities of any Affiliated Fund substantially all the assets of which consist, directly or indirectly, of membership interests in Investor), constitute a “Transfer.”  Except as set forth above, in the event that a Person acquires Control of a Stockholder (unless such Person is an Affiliate of such Stockholder) or a member of Investor (unless such Person is an Affiliate of such member) which, in either case, is not an individual or an individual’s estate, such acquisition of Control shall be deemed to be a Transfer of the shares of Common Stock held by such Stockholder or, indirectly, by such member such that it shall be subject to the restrictions on transfer (including tag-along rights) contained in Article 3 of this Agreement.

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1.2          Other Definitional Provisions; Interpretation .

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

(b)           The headings in this Agreement are included for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

(c)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d)           For purposes of comparing the beneficial ownership of any Person on the date of execution and delivery of this Agreement to the level of such ownership at any later time, the level of ownership on such later date shall be adjusted to eliminate the effect of any subdivision of the Common Stock, any combination of the Common Stock, any issuance of Common Stock by reason of any reclassification (including, without limitation, any reclassification in connection with a merger or consolidation) or any dividend payable in Common Stock.

ARTICLE 2. VOTING AGREEMENTS

2.1          Election of Directors .

(a)           Each Stockholder shall take all actions, including but not limited to voting all of the Common Stock owned or held of record by such Stockholder, so as to elect and continue in office a Board of Directors including (i) two (2) representatives designated by GMAC Mortgage Group and its Affiliates (such designees, the “ GMAC Mortgage Group Directors ”), (ii) nine (9) representatives designated by Investor and its Affiliates (the “ Investor Directors ”) and (iii) the Chief Executive Officer of the Company. The persons set forth on Exhibit A hereto shall constitute the Board of Directors as of the Closing Date. Each duly designated committee of the Board of Directors will include (x) at least one (1) of the GMAC Mortgage Group Directors and (y) at least two (2) of the Investor Directors; provided that the Board of Directors may at any time establish and maintain a committee of the Board of Directors without representation of any GMAC Mortgage Group Director to which the Board may delegate all or part of its power and authority in respect of any transaction or proposed transaction between the Company and any of its Subsidiaries, on the one hand, and GMAC Mortgage Group or any of its Affiliates (other than a GMACCH Company), on the other hand, or in respect of any other matter that a majority of the Board of Directors determines in good faith involves a conflict or potential conflict between the interests of the Company and the interests of GMAC Mortgage Group or any of its Affiliates (other than a GMACCH Company). At its first meeting on or after the Closing Date, the Board of Directors shall establish, populate and adopt written charters of (i) an Audit Committee, (ii) a Compensation Committee and (iii) a Governance Committee, and maintain the existence of each such committee of the Board of Directors. At all meetings of the Board of Directors, there shall be a quorum for the transaction of business if at least 75% of the

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directors are present at the beginning of the meeting. The act of a majority of the directors present at a meeting at which a quorum is present pursuant to this Section shall be the act of the Board of Directors unless a greater number is specifically required by the Charter Documents or by statute or this Agreement.

(b)           At such time as GMAC Mortgage Group shall, together with its Affiliates, cease to own at least 20% of the outstanding Common Stock, GMAC Mortgage Group shall have the right to designate one (1) GMAC Mortgage Group Director rather than two (2) GMAC Mortgage Group Directors pursuant to Section 2.1(a) above. At such time as GMAC Mortgage Group shall, together with its Affiliates, cease to own at least 5% of the outstanding Common Stock, GMAC Mortgage Group shall have the right to designate no GMAC Mortgage Group Directors rather than two (2) GMAC Mortgage Group Directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 40% of the outstanding Common Stock, Investor shall have the right to designate six (6) directors rather than nine (9) directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 20% of the outstanding Common Stock, Investor shall have the right to designate three (3) directors rather than nine (9) directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 10% of the outstanding Common Stock, Investor shall have the right to designate one (1) director rather than nine (9) directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 5% of the outstanding Common Stock, Investor shall have the right to designate no directors rather than nine (9) directors pursuant to Section 2.1(a) above. Upon each of the triggering events set forth in this Section 2.1(b), GMAC Mortgage Group or Investor, as applicable, shall promptly cause to resign from the Board of Directors and all committees thereof that number of its designees necessary to comply with this Section 2.1(b). Upon any such resignation, notwithstanding anything in Section 2.2(b) to the contrary, the Stockholders will use their reasonable best efforts to cause the directors remaining in office to decrease the size of the Board of Directors to eliminate such vacancy. Each of GMAC Mortgage Group and the Investor may assign its right to designate directors hereunder to any Person that acquires, or together with its Affiliates acquires, more than 50% of the shares of Common Stock held by such Stockholder as of the date hereof (it being understood that in such case all references in this Section 2.1 to GMAC Mortgage Group or Investor, as applicable, shall thereafter be deemed to be references to such assignee and not to GMAC Mortgage Group or Investor, as the case may be); provided , that Investor shall have the right to consent to any director nominee of any GMAC Mortgage Group transferee hereunder (other than a GMAC Mortgage Group Affiliate) (which consent shall not be unreasonably withheld or delayed).

(c)           If at any time GMAC Mortgage Group or Investor shall notify the other Stockholders in writing of its desire to remove, with or without Cause, any director of the Company previously designated by it, each Stockholder shall vote all of the Common Stock owned or held of record by it so as to remove such director (and, subject to a director’s fiduciary duty under applicable law, shall use its best efforts to cause any other director designated by it to vote to remove such director). GMAC Mortgage Group, on the one hand, and Investor, on the other hand, shall, with respect to any such removal requested by it, indemnify and hold harmless each other Stockholder and its directors, officers, partners, stockholders, agents and employees against any losses, claims, damages, liabilities and expenses incurred as a result of any such removal.

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(d)           Any individual designated as a director of the Company may be removed for Cause with or without the consent of the party which designated such individual. No such removal of any individual designated pursuant to this Section 2.1 shall affect any of GMAC Mortgage Group’s or Investor’s rights to designate any different individual to serve as a director pursuant to this Section 2.1.

(e)           If at any time a GMAC Mortgage Group Director or Investor Director ceases to serve on the Board of Directors (whether by reason of death, resignation, removal or otherwise), GMAC Mortgage Group or Investor, as the case may be, shall be entitled to designate a successor director to fill the vacancy created thereby, and each Stockholder shall promptly take all action, including but not limited to voting all of the Common Stock owned or held of record by such Stockholder (and, subject to a director’s fiduciary duty under applicable law, using its best efforts to cause any director designated by it to vote), so as to promptly elect such successor to the Board of Directors.

(f)            The parties hereto agree that immediately after the Closing the following three (3) individuals will be elected to the Board of Directors in addition to the two GMAC Mortgage Group Directors, nine Investor Directors and the Chief Executive Officer: (i) Dennis Dammerman, (ii) Edward A. Fox and (iii) R. Glenn Hubbard. In addition, it is contemplated that the number of directors constituting the whole Board of Directors may be increased to sixteen members after the Closing Date by resolution of the Board of Directors, in which event the sixteenth member shall be “independent” as such term is defined in Section 303A.02 of the NYSE Listing Manual and Rule 10A-3 under the Exchange Act.

2.2          Supermajority Vote .

(a)           In addition to the requirements of the Nevada Revised Statutes which provide, among other things, that the Company must obtain the consent of the Board of Directors for certain matters, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions or otherwise engage in any of the following transactions without the affirmative vote or the written consent of at least a majority of the issued and outstanding shares of Common Stock, which majority shall include the affirmative vote or written consent of all of the shares of Common Stock held by GMAC Mortgage Group (or, if applicable, by the Person to whom GMAC Mortgage Group has assigned its right to designate directors pursuant to Section 2.1(b) above):

(i)            any change to the articles of incorporation or bylaws, by amendment, merger or otherwise, of the Company or any Significant Subsidiary of the Company that could have an adverse effect on Parent, GMAC Mortgage Group or its investment in the Common Stock;

(ii)           any decrease in the number of directors that the GMAC Mortgage Group (or, if applicable, the Person to whom GMAC Mortgage Group has assigned its right to designate directors pursuant to Section 2.1(b) above) may designate to serve as directors hereunder;

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(iii)          the declaration or payment of dividends or other distributions to holders of common stock of the Company in their capacity as holders of common stock (except on any basis that is pro rata among all holders of common stock or otherwise pursuant to the terms of the instrument governing any security);

(iv)          the repurchase, exchange or redemption by the Company or any Subsidiary of the Company of any common stock of the Company other than (i) a repurchase, exchange or redemption of common stock from an employee in connection with satisfying any of its obligations under an employee benefit plan or employment agreement, (ii) any required redemption or exchange pursuant to the terms of the instrument governing such common stock, and (iii) any repurchase, exchange or redemption on a pro rata basis among the holders of such common stock; and

(v)           any transaction (including any series of related transactions) involving the Company or its Subsidiaries, on the one hand, and any members of Investor or their respective Affiliates, on the other hand, that benefits (other than in its capacity as a holder of Common Stock on a pro rata basis) (A) any member of Investor (or such member’s Affiliates) holding, together with its Affiliates, an aggregate of fifty percent (50%) or more of the total voting power of the securities entitled (without regard to the occurrence of any contingency) to vote in the election of managers (or similar governing positions) of Investor or (B) any two members (or Affiliates of any two members) of Investor.

(b)            For so long as GMAC Mortgage Group is a Qualifying Creditor, the Company shall not, and shall cause its Subsidiaries not to, take any of the following actions or otherwise engage in any of the following transactions without the affirmative vote or written consent of at least a majority of the issued and outstanding shares of Common Stock, which majority shall include the affirmative vote or written consent of all of the shares of Common Stock held by GMAC Mortgage Group:

(i)            the declaration or payment of dividends or other distributions to stockholders of the Company in their capacity as stockholders (other than pursuant to the terms of the instrument governing any security);

(ii)           the repurchase, exchange or redemption by the Company or any Subsidiary of the Company of any equity securities of the Company other than (A) a repurchase, exchange or redemption of securities from an employee in connection with satisfying any of its obligations under an employee benefit plan or employment agreement, (B) any required redemption or exchange pursuant to the terms of the instrument governing any equity security or (C) a repurchase, exchange or redemption that is funded by proceeds from the issuance and sale by the Company or any Subsidiary of the Company of an equity security, the terms of which are substantially similar to, or more favorable to the Company or any such Subsidiary than, the equity securities to be so repurchased, exchanged or redeemed;

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(iii)          a voluntary initiation of any bankruptcy, dissolution or winding up or any analogous proceeding in any jurisdiction with respect to any Material Operating Company; and

(iv)          except for (A) assets acquired in the ordinary course of business and (B) capital assets acquired in accordance with the annual budget for capital expenditures for any Material Operating Company as reflected in such Material Operating Company’s Board-approved annual operating budget, the acquisition, directly or indirectly, by any Material Operating Company, by purchase, merger, consolidation or other transaction (or series of related transactions), of assets or stock of any other Person exceeding $200,000,000 in such transaction (or series of related transactions), but only to the extent such acquisition is funded, directly or indirectly, by indebtedness that is secured or is senior to any outstanding Intercompany Indebtedness or Parent Guaranteed Third Party Indebtedness.

2.3           Other Voting Matters .  The Company has previously furnished to the Stockholders copies of its articles of incorporation and bylaws, each as in effect on the date hereof (the “Charter Documents”). Each Stockholder shall vote its shares of Common Stock, at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders, and shall take all actions necessary, to ensure that the Charter Documents do not, at any time, conflict with the provisions of this Agreement.

ARTICLE 3. TRANSFERS AND ISSUANCES

3.1          Limitations on Transfer .

(a)           No Stockholder shall effect any Transfer unless and until (1) (A) there is then in effect a registration statement under the Securities Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement or (B) such Transfer is made pursuant to Rule 144 or (2) (A) the transferee shall have agreed in writing to be bound by the terms of this Agreement, (B) such Stockholder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a statement of the circumstances surrounding the proposed Transfer and (C) if reasonably requested by the Company, such Stockholder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such Transfer will not require registration of such shares under the Securities Act.

(b)           Notwithstanding the provisions of subsection (a) above, (i) no such restriction shall apply to a Transfer by a Stockholder to any Affiliate, provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if such transferee were an original Stockholder hereunder, and (ii) except in connection with a Transfer pursuant to Sections 3.3 (in the case of GMAC Mortgage Group, only where it is a Tagging Stockholder), or 3.4 below or clause (i) of this Section 3.1(b), GMAC Mortgage Group (A) may not, prior to the third anniversary of the date hereof, other than pursuant to a Permitted Public Sale, effect any Transfer and (B) may not, after the third anniversary of the date hereof, effect any Transfer prior to a Qualified Public Offering, or any Transfer of more than 5%

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of the outstanding Common Stock in a negotiated block trade to a known third-party investor following a Qualified Public Offering, in each case without the prior written consent of Investor, which will not be unreasonably withheld or delayed (it being understood and agreed that it shall not be unreasonable for Investor to withhold such consent to any Transfer to any Person that directly or indirectly competes with the business of the Company or any of its Subsidiaries).

(c)           Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws) and such legends will be conspicuously noted on the front or back of such stock certificates:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR SOLD PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE ACT.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF THIS AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

(d)           The Company shall be obligated to reissue promptly unlegended certificates at the request of any Stockholder if the Company has completed a Qualified Public Offering, provided that the second legend listed above shall be removed only at such time as the holder of such certificate is no longer subject to any restrictions hereunder.

(e)           Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

3.2          Void Transfers .  Any purported Transfer in violation of the provisions of this Agreement shall be void and of no effect and the Company shall not give effect to such Transfer.

3.3          Tag-Along Rights .

(a)           With respect to any proposed Transfer or related series of proposed Transfers (other than a Transfer in accordance with Sections 3.1(b)(i), 3.4, 3.5 (with respect to a sale to a Person exercising purchase rights under Section 3.5), 4.1 or 4.2) by a Stockholder (a “ Tag-Along Sale ”), such Stockholder (in such capacity, a “ Transferring Stockholder ”) shall, at the option of each other Stockholder (in such capacity, a “ Tagging Stockholder ”), have the

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obligation to require the proposed transferee to purchase from each such other Stockholder, out of the total number of shares of Common Stock proposed to be acquired in the Tag-Along Sale, the same proportion of the number of shares of Common Stock to be sold pursuant to the Tag-Along Sale as the total number of shares of Common Stock held on the date of sale by such Tagging Stockholder bears to the total number of shares of Common Stock held on such date by the Transferring Stockholder and all Tagging Stockholders and all other Persons exercising similar “tag-along” rights pursuant to contractual commitments of the Company, and at the same price and upon the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to the Transferring Stockholder.

(b)           The Transferring Stockholder shall give written notice (the “ Notice ”) to the other Stockholders of each proposed Tag-Along Sale at least thirty (30) days prior to the proposed consummation of such Transfer (the “ Notice Period ”), setting forth the number of shares of Common Stock proposed to be sold pursuant to the Transfer, the name and address of the proposed transferee, the proposed amount and form of consideration and other terms and conditions of such proposed Tag-Along Sale, and a representation that the proposed transferee has been informed of the tag-along rights provided for in this Section 3.3 and has agreed to purchase Common Stock in accordance with the terms hereof. The tag-along rights provided by this Section 3.3 must be exercised by the Tagging Stockholder within 10 days following receipt of the notice required by the preceding sentence, by delivery of a written notice to the Transferring Stockholder indicating such Tagging Stockholder desires to exercise its rights and specifying the number of shares of Common Stock it desires to sell. If the proposed transferee fails to purchase Common Stock from the Tagging Stockholder which has properly exercised its tag-along rights, then the Transferring Stockholder shall not be permitted to make the proposed Transfer, and any such attempted Transfer shall be void and of no effect, as provided in Section 3.2 hereof.

(c)           If the Tagging Stockholder exercises its rights under Section 3.3(a), the closing of the purchase of the Common Stock with respect to which such rights have been exercised shall take place concurrently with the closing of the sale of the Transferring Stockholder’s Common Stock. No Transfer shall occur pursuant to this Section 3.3 unless the transferee shall agree to become a party to, and be bound to the same extent as its transferor by the terms of, this Agreement and the Transfer shall otherwise comply with the provisions of this Agreement.

(d)           If the proposed Tag-Along Sale is not consummated within 90 days of the expiration of the other Stockholders’ rights with respect to such Tag-Along Sale, such Tag-Along Sale shall again be subject to this Section 3.3.

3.4          Drag-Along Rights .

(a)           With respect to any proposed Transfer or related series of proposed Transfers (other than as provided in Section 3.3) of 50% or more of the issued and outstanding shares of Common Stock (measured as of the date of the notice required pursuant to Section 3.4(b) below) to an Independent Third Party by Investor and/or any of its Affiliates that are Stockholders (in such capacity, the “ Transferring Stockholders ”), the Transferring Stockholders shall have the right to require each of the other Stockholders (in such capacity, a “ Dragged

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Stockholder ”) to sell (a “ Drag-Along Sale ”) to the proposed transferee out of the total number of shares of Common Stock proposed to be acquired in the Drag-Along Sale the same proportion of the number of shares of Common Stock to be sold pursuant to the Drag-Along Sale as the total number of shares of Common Stock held on the date of sale by such Dragged Stockholder bears to the total number of shares of Common Stock of held on such date by the Transferring Stockholders and all Dragged Stockholders, and at the same price and upon the same terms and conditions for each share of Common Stock (including without limitation time of payment and form of consideration) as to be paid and given to the Transferring Stockholders.

(b)           The Transferring Stockholders shall give notice to the other Stockholders of each proposed Drag-Along Sale at least thirty (30) days prior to the proposed consummation of such sale, setting forth the number of shares of Common Stock proposed to be sold pursuant to the Drag-Along Sale, the name and address of the proposed transferee, the proposed amount and form of consideration and other terms and conditions of such proposed Drag-Along Sale, and a representation that the proposed transferee has been informed of the drag-along rights provided for in this Section 3.4 and has agreed to purchase Common Stock in accordance with the terms hereof.

(c)           No Transfer shall occur pursuant to this Section 3.4 in a transaction in which less than all of the Common Stock held by the Stockholders is being sold unless the transferee shall agree to become a party to, and be bound to the same extent as its transferor by the terms of, this Agreement and the Transfer shall otherwise comply with the provisions of this Agreement.

(d)           If the proposed Drag-Along Sale is not consummated within 90 days of the Stockholders’ receipt of notice of a Drag-Along Sale, the notice given pursuant to this Section 3.4 shall be null and void, and it shall be necessary for a separate notice to be delivered, and the terms and provisions of this Section 3.4 separately complied with, in order to consummate such Transfer; provided , however , that such 90-day time period may be extended at the option of the Transferring Stockholders for a reasonable period of time not to exceed an additional 90 days to the extent that the failure to consummate the proposed Transfer is caused by a failure to obtain necessary government approvals.

3.5          Right of First Refusal .

(a)           If GMAC Mortgage Group or any Permitted Transferee thereof proposes to Transfer (other than pursuant to Sections 3.1(b)(i), 3.3 (except that prior to the third anniversary of the date hereof, only as a Tagging Stockholder) or 3.4) any of its Common Stock, then GMAC Mortgage Group or such Permitted Transferee, as applicable, shall give a written Notice simultaneously to Investor and any of its Affiliates that are Stockholders (the “ Non-Transferring Parties ”) prior to the beginning of the Notice Period. The Notice shall describe in reasonable detail the proposed Transfer, including, without limitation, the number of shares of Common Stock to be transferred (the “ Offered Stock ”), the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. The same notice may be given, and at the same time, for purposes of Sections 3.3, 3.4 and this Section 3.5.

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